HYPERA S.A.

A Publicly-Held Corporation

CNPJ/ME No. 02.932.074/0001-91

NIRE 35.300.353.251

CVM Code No. 21431

EXHIBIT III TO THE SHAREHOLDERSORDINARY AND EXTRAORDINARY MEETING

HELD ON APRIL 26, 2022

RESTATEMENT OF THE RESTRICTED SHARES GRANTING PLAN

RESTRICTED SHARES GRANTING PLAN

This Restricted Shares Granting Plan is governed by the provisions below.

1. CONCEPT

1.1. The Plan consists in the granting of rights to receive Restricted Shares of the Company to its managers, employees and service providers, as well as managers, employees and service providers of other companies that are currently or may be in the future under the direct or indirect control of the Company, both Brazilian and foreign, subject to the conditions set forth below.

1.2. Upon compliance with the conditions set forth in this Plan, the Programs and the Granting Agreements, the Beneficiaries shall be entitled to receive Restricted Shares issued by the Company.

2. DEFINITIONS

2.1. The expressions set out below shall, when capitalized, have the meanings ascribed hereto:

Restricted Sharesvalue issued by the Company to be transferred to the Beneficiaries, subject to the provisions of this Plan, the respective Programs and the respective Granting Agreement;

Not Fully Acquired Restricted Sharesthe conditions set forth herein for their purchase, as set forth in Section 9 of this Plan;

Beneficiaryreceive one more Restricted Shares, as set forth in this Plan, the respective Programs and respective Granting Agreements;

Eligible Employee

Company, as well as other companies that are or may be under direct or indirect control of the Company, both domestic and foreign;

Companyadministrative office at Avenida Magalhães de Castro, 4800, 24th floor, suite 241, Edifício Continental Tower, Cidade Jardim, Zip Code 05502-001, in the city of São Paulo, State of São Paulo, enrolled with the CNPJ/ME under No. 02.932.074/0001-91;

Board of Directors

Granting AgreementShares Granting Agreement, which shall be entered by and between the Company and the Eligible Employee, whereby the latter becomes the Beneficiary, and represents to know and accept all terms and conditions of the Plan and respective Programs;

CommitteeManagement Committee of the Company, created at the Board of Directorsheld on December 29, 2017;

Grant DateGranting Agreement, means, regarding the Restricted Shares subject matter of the rights granted to each of the Beneficiaries, the date of execution of the Granting Agreement by and between the Beneficiary and the Company;

TerminationTerminatebetween the Beneficiary and the Company or a company controlled thereby, for any reason, including, without limitation, resignation, removal, replacement or expiry of the term of office, without reelection as officer, request for voluntary termination, or termination with or without cause, immediately following retirement, or retirement for permanent disability and death;

CVM Instruction 567

PlanGranting Plan; and

ProgramProgram that, based on the Plan, is approved by the Board of Directors, setting forth general rules and conditions for a certain year of effectiveness of the Plan.

3. PURPOSES OF THE PLAN

3.1. The purpose of the Plan is to allow the granting of rights to receive the Restricted Shares to the Eligible Employees appointed by the Board of Directors or the Committee, in order to attract and retain executives of the Company and its direct or indirect subsidiaries (included in the concept of Company for the purpose of this Program), granting the managers, employees and service providers of the Company the opportunity to become shareholders of the Company, and obtain as a result enhanced alignment of the interests of the managers, employees and service providers with the interests of the shareholders. Thus, the Company intends to attain development of its corporate purposes and the interests of its shareholders by creating this Plan.

4. ELIGIBLE EMPLOYEES

4.1. The Eligible Employees are solely and exclusively the officers, employees and service providers of the Company, as well as other companies that are or may be under direct or indirect control of the Company.

5. REQUIREMENTS TO ADHERE AS BENEFICIARY

5.1. In order to become a Beneficiary, the Eligible Employee shall be formally appointed by the Board of Directors or the Committee, as defined in this Plan.

5.2. The Board of Directors or the Committee shall, in turn, define the requirements to elect the Beneficiaries of the Plan, according to the criteria it thinks fit in order to attain the purposes of the Plan.

5.3. Additionally, as an essential condition for his or her appointment to be regarded as effective and binding, the Eligible Employee appointed as Beneficiary shall execute the Option Agreement, and expressly adhere to the Plan, and further represents to be aware of all of the terms and conditions thereof, including the restrictions contained therein.

6. ADMINISTRATION OF THE PLAN

6.1. Upon compliance with the general conditions of the Plan and the directives

have broad powers to take all required and proper actions to administer the Plan, and may, according to the restrictions set forth in the law, constitute a committee specially created to asses it in the administration of the Plan, or delegate the Committee with such function, including:

(i) create and enforce general rules relating to the grant of the rights to receive the Restricted Shares, as set forth in the Plan, and settle any interpretation doubts involving the Plan;

(ii) elect the Beneficiaries and authorize the grant of rights to receive the Restricted Shares for its benefit, and set forth all conditions to acquire rights relating to the Restricted Shares to be granted, and also modify such conditions as required or convenient;

(iii) authorize the purchase and disposal of treasury shares to satisfy the receipt of the Restricted Shares as set forth in the Plan, according to Section 4, subparagraph I, CVM Instruction No. 567;

(iv) define, in accordance with the parameters of this Plan, such annual Programs, as set forth in Section 7.1. below;

(v) take any other actions that may be required to manage the Plan, provided that they do not result in amendments thereto; and

(vi)propose amendments to the Plan to be submitted to the approval of theExtraordinary Meeting.

6.2. Upon exercising its authority, the Board of Directors shall be subject to the limits set forth in the applicable law, the regulations of the Brazilian Securities Commission (CVM) and the Plan, provided that the Board of Directors may treat differently the officers, employees and service providers of the Company or other companies under its control that may be in similar situations, not being required by any rule of isonomy or analogy to extend to all conditions that may be regarded applicable to one or some of them.

6.3. The resolutions of the Board of Directors of the Company are binding upon the Company relating to all matters involving the Plan.

6.4. The members of the Board of Directors (except for those who may also be officers of the Company) are prevented from being Beneficiaries of the Restricted Shares under this Plan.

7.

GRANT OF RESTRICTED SHARES

7.1.

Programs

7.1.1. At any time during the term of the Plan, the Board of Directors may create a Program that shall, if implemented, be structured based on the criteria defined in this Plan.

7.1.2. The Board of Directors shall exclusively decide on the opportunity and convenience of whether or not to implement such Programs.

7.2.

Election of Beneficiaries

7.2.1. The Board of Directors or the Committee shall elect, from its Eligible Employees, the Beneficiaries of the Plan and may, provided that the limitations set forth in the Plan are complied with, include new Beneficiaries in Programs already approved and still in force, and grant rights to the Restricted Shares that understand suitable. The inclusion of new Beneficiaries in Programs already approved and still in force will be possible at any time.

7.3. Definition of the number of Restricted Shares for each Program and form of distribution among various Beneficiaries

7.3.1. For each Program, the Board of Directors shall, according to this Plan, define a certain number of Restricted Shares, of which their receipt rights shall be distributed among the Beneficiaries.

7.3.2. The Board of Directors or the Committee shall further define, in each Program, which Beneficiaries will be entitled to receive the Restricted Shares, as well as the number of Restricted Shares which each Beneficiary will be entitled to receive.

7.3.3. The Eligible Employees who will be Beneficiaries, as well as the number of Restricted Shares which each one of them will be entitled to receive, will be freely appointed by the Board of Directors or the Committee.

7.4.

Granting Agreement

7.4.1.The rights to receive the Restricted Shares are granted upon execution of Granting Agreements by and between the Company and the Beneficiaries, which shall specify, without prejudice to other conditions determined by the Board of Directors:

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Hypera SA published this content on 04 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 May 2022 08:24:25 UTC.