STBP: Manual and Management´s Proposal for the Extraordinary General Meeting to be held on November 17, 2021

MANAGEMENT PROPOSAL

Dear All,

The Management of Santos Brasil Participações S.A. ("SBPAR" or "Company") submits to the appreciation of its shareholders proposal on matters that will be deliberated at the Extraordinary General Meeting ("EGM"), according to call notice published on October 26, 27, 28, as shown in Exhibit I to the present Proposal, to be held at 10 a.m. of November 17, 2021, as proposed below.

At the Extraordinary General Meeting ("EGM") the following matters will be deliberated: (i) Amend and reform the Company's Bylaws to include the activity of moving and storing liquid and liquefied bulk, including petroleum products, updatetheCompany's sharecapital, as well as to deliberate on its consolidation.

All the information and documents referred to in the present Management Proposal ("Proposal") and provided for in CVM Instruction No. 481, of December 17, 2009, as amended ("CVM Instruction No. 481/2009"), are available to the shareholders in the Company's head office and at its website, http://ri.santosbrasil.com.br, at the website of the Brazilian Securities Commission ("CVM"), http://www.cvm.gov.brand at the website of B3 S.A. Brasil, Bolsa, Balcão ("B3"), http://www.b3.com.br.

1. PARTICIPATION IN MEETING

The shareholders holding shares issued by the Company may attend the Meeting, in person, through their legal representatives or attorney-in-facts, as long as aforesaid shares are registered on their behalf with the depositary financial institution responsible for the service of book-entry shares of the Company, namely Itaú Corretora de Valores S.A ("Itaú"), pursuant to article 126 of Law No. 6.404/76. The shareholder's participation may be in person or through duly-constitutedattorney-in-fact (pursuant to art. 126 of Law No. 6.404/76) or through remote voting mechanisms.

The shareholder's participation may be in person or through duly-constitutedattorney-in-fact.

Under article 26 of the Company's Bylaws, the shareholders who intend to be represented by attorney- in-fact should deposit the respective term-of-office instruments, in the Company's head office, by 10 a.m. of November 11, 2021, and the shareholder resident or domiciled abroad to be represented by representative should prove the compliance with article 119 of Law No. 6.404/76 and with other applicable legal provisions.

1.1 Participation by digital form

Shareholders wishing to participate in the EGM electronically must submit their request to the Company via the email [e-mail] by 10:00 a.m. on November 11, 2021 (Brasília time). Said request must be duly accompanied by all shareholder documentation required for participating in the EGM, which is detailed below. After receiving this information, the Company will confirm the receipt

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of the request and will send the instructions to access Zoom to the shareholders within the period and under the conditions required.

Duly registered shareholders that access Zoom in a timely manner will be considered present at the EGM, and may exercise their rights, including to cast their vote, which will be duly registered in the minutes, in accordance with Article 21-V, item III and Sole Paragraph of CVM Instruction 481/09.

Shareholders that duly requested to participate digitally and do not receive from the Company an electronic mail with instructions for accessing and participating in the EGM by 1 p.m. on November 16, 2021 (Brasília time) should send an email to [e-mail] so that the Company can resend the instructions for accessing Zoom.

1.1.1

Documents to be presented to the Company

▪

ID;

Individuals

▪

Statement

of

shareholding

position issued by

the

custodian in up to 2 business days prior to the date of

the Meeting.

▪ Certified copy of the bylaws or articles of incorporation

and corporate acts proving the legal representation of

Legal entities

the shareholder;

▪

Statement of shareholding position issued by the

custodian in up to 2 business days prior to the date of

the Meeting.

▪ Certified copy of the regulation of the fund, bylaws or

articles of incorporation of its administrator or manager,

as the case may be and observing the voting policy of

the fund

and

corporate

documents proving

the

Investment funds

representation powers.

• Statement of shareholding position issued by the custodian in up to 2 business days prior to the date of the Meeting.

1.2 Participation through proxy

The shareholders willing to participate through proxy should, in addition to the documents described in item 1.1.1 above, also pursuant to article 26 of the Bylaws of SBPAR deposit the respective term-of-office instruments, in the Company's head office, by 10 a.m. of November 11, 2021, and the shareholder resident or domiciled abroad to be represented by representative should prove the compliance with article 119 of Law No. 6.404/76 and other applicable legal provisions.

The shareholders represented by attorney-in-facts should submit the term-of-office instruments in the same deadline and observing the same procedure required for the statements of ownership of shares issued by the Company, unless the proxy instruments are presented only in original copy with

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identification of the signatories or notarized signature and, if applicable, translated and the proxy cannot be presented through eletronic mean.

1.3 Participation through sending of Remote Voting Form

The Company's Shareholders may also exercise the vote in the General Meetings through remote voting, in conformity with the model of Remote Voting Form made by the Company and it is available at the website of the Company, of CVM and of B3.

1.3.1 Sending of the bulletin by the Shareholder to the custody agent

The Shareholder holding shares deposited in B3 should send the voting instructions to its custody agent, following the procedures established, and with the documents required by the respective custody agent, and the Shareholder should contact its custody agent to certify that the custody agent is qualified to provide this service, and verify the procedures established by them for issuance of the voting instructions through bulletin and the respective documents.

Under article 21-B of CVM Instruction 481/2009, the shareholder should send the instructions for completion of the Remote Voting Form to its custody agents within up to 7 (seven) days prior to the date of the Meeting, that is, by November 11, 2021 (including), unless another deadline, always prior to this date, is established by its custody agents.

The Company informs that in case the respective custody agent does not provide the remote voting service, the shareholder will have the option to send its Remote Voting Form and applicable documents directly to the bookkeeper of the shares or to the Company itself, in conformity with items 1.3.2 and 1.3.3 below. The Company is not responsible for the communication between the shareholders and their respective custody agents.

1.3.2 Sending of the bulletin by the Shareholder to the bookkeeping agent of the Company (Itaú Corretora de Valores S.A.)

The Company's bookkeeper is Itaú, in this case, Itaú made available a website for the Shareholder to exercise the remote voting right, and to vote through the website it is necessary to register and hold a digital certificate, additional information may be obtained at the electronic address:

http://www.itau.com.br/securitiesservices/meetingdigital

1.3.3 Sending of the bulletin by the Shareholder directly to the Company

If the shareholders intend to send their voting instruction directly to the Company, they should adopt the following procedure: access the Corporate Governance area of the website of Investor Relations of the Company (http://ri.santosbrasil.com.br) or in the website of CVM (http://sistemas.cvm.gov.br/?CiaDoc), print the Remote Voting Form ("Remote Voting Form"), complete it, initial all the pages and sign it, with identification of the signatories or notarized signature.

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Then, the shareholders should send directly to the Company, the Remote Voting Form and the

other documents, indicated below, to be sent electronically to the email [e-mail], with "Absentee Ballot" specified in the subject field, that is, in the period from October 26 to November 11, 2021.

1. Physical copy of the Remote Voting Form related to the General Meeting duly completed, initialed and signed with identification of the signatories or notarized signature; and
2. Certified copy of the documents mentioned in item 1.1.1 above.

The remote Remote Voting Forms, accompanied by the respective documentation, will only be considered if received by the Company, in full order, in up to 07 (seven) days prior to the date of the meeting, that is, by November 11, 2021, including.

In case the Remote Voting Form sent to the Company is not completely filled in or is not accompanied by the evidentiary documents described above, it will not be considered and such information will be sent to the Shareholder through the electronic address indicated in the Remote Voting Form.

The Shareholders with shares held in custody in more than one institution should send the voting instruction to only one institution and the vote will always be considered by the total number of shares of the Shareholder.

During the voting period, the shareholder may change its voting instructions so that the last voting instruction presented will be considered in the Company's voting map.

Once the voting period ends, the shareholder cannot change the voting instructions already sent. In case the shareholder believes that the change is necessary, he should attend the Meeting in person, with the documents required by the Company, in conformity with item 1.1.1, and request that the voting instructions sent via bulletin be disregarded.

2. PROPOSALS FOR RESOLUTION

2.1 Extraordinary General Meeting

2.1.1 Amend and reform the Company's Bylaws to include the activity of moving and storing liquid and liquefied bulk, including petroleum products; update the Company's share capital, as well as to deliberate on its consolidation;

This Extraordinary General Meeting was called to resolve on amendments to the Company's Bylaws, which include: inclusion of the activity of handling and storage of liquid and liquefied bulk, including petroleum products. This inclusion is intended to comply with the Company's new leases. Amendments were also added to the bylaws aiming at updating the Company's capital stock as a result of the capital increases approved by the Board of Directors, an increase carried out withinthe limits of the authorized capital stock pursuant to art. 7 of the Company's Bylaws.

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A copy of the Bylaws containing the highlighted amendments and the details of the origin and justification of the proposed amendments required by CVM Instruction No. 481/2009 are attachedto this Proposal in the form of Attachment II.

São Paulo, October 26, 2021.

Management

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