Fleury S A : Minutes of the Board of Directors' Meeting

FLEURY S.A.

Publicly-Held Company

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

State Registration (NIRE) 35.300.197.534

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON MARCH 27, 2023

1. Date, time and place: Held on March 27, 2023, at 11 a.m., at Avenida Morumbi, 8860 - 8º andar, Brooklin - São Paulo/SP, CEP 04703-002.

2. Call Notice and Attendance: The call notice was waived, pursuant to Paragraph One, Article 15, of the Bylaws of Fleury S.A. ("Company"), in view of the presence of all the members of the Board of Directors, by means of videoconference, pursuant to Article 15, Paragraph Three, of the Bylaws of the Company, namely: (i) Mr. Marcio Pinheiro Mendes; (ii) Mr. Fernando Lopes Alberto; (iii) Mr. Rui Monteiro de Barros Maciel; (iv) Sr. Luiz Carlos Trabuco Cappi; (v) Mr. Samuel Monteiro dos Santos Junior; (vi) Mr. Ivan Luiz Gontijo Junior; (vii) Mrs. Andréa Cristina de Lima Rolim; (viii) Mrs. Rachel Ribeiro Horta; (ix) Mr. João Roberto Gonçalves Teixeira; and (x) Mr. Raul Calfat. Pursuant to Art. 163, paragraph 3, of Law No. 6,404/76, the members of the Company's Fiscal Council were also present, namely: (i) Mr. José Maria Chapina Alcazar; (ii) Mr. Sergio Moreno; and (iii) Mrs. Luciana Doria Wilson.

3. Board: Chairman: Marcio Pinheiro Mendes; Secretary: Fernando Aguiar Camargo.

4. Agenda: The members of the Company's Board of Directors met to examine, discuss and resolve on:

• (i) Recommendation for approval by the Company's shareholders in Annual and Extraordinary General Meeting of the Company, to be held on April 28, 2023, at 4:00 p.m. ("AEGM") of the management's accounts, the Management Report and the Financial Statements, accompanied by the opinion of the independent auditors and of the Fiscal Council, regarding the fiscal year ended December 31, 2022;

• (ii) Recommendation for approval by the Company's shareholders in AEGM of the allocation of the net profits earned in the fiscal year ended December 31, 2022 and the capital budget for the fiscal year to be ended on December 31, 2023;

• (iii) Recommendation for approval by the Company's shareholders in AEGM of the set of the number of members of the Company's Board of Directors;

• (iv) Recommendation for approval by the Company's shareholders in AEGM of the election of the candidates to effective and alternate members of the Board of Directors, for a term of office until the 2025 Annual General Meeting of the Company;

• (v) Recommendation for approval by the Company's shareholders in AEGM of the managers' global compensation for the fiscal year of 2023;

• (vi) Recommendation for approval by the Company's shareholders in AEGM of the amendment of article 5 of the Company's Bylaws, so as 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;

• (vii) Recommendation for approval by the Company's shareholders in AEGM of the amendment of article 14 of the Company's Bylaws, so as to detail the rules for replacing members of the Board of Directors in case of vacancy and temporary or definitive impediment;

• (viii) Recommendation for approval by the Company's shareholders in AEGM of the inclusion of 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 (a) 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 (b) the consequent renumbering of the subsequent articles;

• (ix) Recommendation for approval by the Company's shareholders in AEGM of the amendment of article 31 of the Company's Bylaws, in order to create a statutory profit reserve, pursuant to article 194 of Law No. 6,404, of December 15, 1976;

• (x) Recommendation for approval by the Company's shareholders in AEGM of the election of Ms. Áurea Maria Pardini, Ms. Regina Pardini and Mr. Victor Cavalcanti Pardini, under the Protocol and Justification for merging 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"), 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; and

(xi)

Call Notice of AEGM to resolve on the matters included in the Management Proposal.

5. Resolutions: Once the Board of Directors' Meeting was established, the members of the Board of Directors present, unanimously and without reservation or exception, after analyzing the relevant documents, took the following resolutions:

• (i) Approve the recommendation for approval by the Company's shareholders in AEGM of the management's accounts, the Management Report and the Financial Statements, accompanied by the opinion of the independent auditors and of the Fiscal Council, regarding the fiscal year ended on December 31, 2022, pursuant to the Management Proposal;

• (ii) Approve the recommendation for approval by the Company's shareholders in AEGM of the allocation of the net profits earned in the fiscal year ended on December 31, 2022 and the capital budget for the fiscal year to be ended on December 31, 2023, pursuant to the Management Proposal;

• (iii) Approve the recommendation for approval by the Company's shareholders in AEGM of the set of the number of members of the Company's Board of Directors, pursuant to the Management Proposal;

• (iv) Approve the recommendation for approval by the Company's shareholders in AEGM of the election of the candidates to effective and alternate members of the Board of Directors, for a term of office until the 2025 Annual General Meeting of the Company, pursuant to the Management Proposal;

  Record that the members of the Board of Directors represent that, as per the assessment of this Board of Directors made based on the materials previously provided, they understand that the names indicated to the election as independent members of the Board of Directors at the AEGM comply with the requirements established in the Novo Mercado Regulation;

• (v) Approve the recommendation for approval by the Company's shareholders in AEGM of the proposal for the managers' global compensation for the fiscal year of 2023, pursuant to the Management Proposal;

• (vi) Approve the recommendation for approval by the Company's shareholders in AEGM of the amendment of article 5 of the Company's Bylaws, so as 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, pursuant to the Management Proposal;

• (vii) Approve the recommendation for approval by the Company's shareholders in AEGM of the amendment of article 14 of the Company's Bylaws, so as to detail the rules for replacing members of the Board of Directors in case of vacancy and temporary or definitive impediment, pursuant to the Management Proposal;

• (viii) Approve the recommendation for approval by the Company's shareholders in AEGM of the inclusion of a new article 29 to the Company's Bylaws so as 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 compensation of later articles, under the Management Proposal;

• (ix) Approve the recommendation for approval by the Company's shareholders in AEGM of the amendment of article 31 of the Company's Bylaws, in order to create a statutory profit reserve, pursuant to article 194 of Law No. 6,404, of December 15, 1976, pursuant to the Management Proposal;

• (x) Approve the recommendation for approval by the Company's shareholders in AEGM of the election of Ms. Áurea Maria Pardini, Ms. Regina Pardini and Mr. Victor Cavalcanti Pardini, under the Protocol and Justification of the Transaction, 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, pursuant to the Management Proposal; and

(xi)Approval the call notice of AEGM to be held on April 28, 2023, at 4:00 p.m., to resolve on the matters referred to in the previous items, the management being authorized to take the measures for its call notice, including the publication of the call notice and disclosure of the documentation required pursuant to the law, including the Management Proposal.

5.1. The Directors unanimously decide to authorize the Company's Executive Office to practice all acts and sign all instruments related to the resolutions adopted 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: Board: Marcio Pinheiro Mendes, Chairman; Fernando Aguiar Camargo, Secretary. Board Members: Mr. Marcio Pinheiro Mendes; Mr. Fernando Lopes Alberto; Mr. Rui Monteiro de Barros Maciel; Mr. Luiz Carlos Trabuco Cappi; Mr. Samuel Monteiro dos Santos Junior; Mr. Ivan Luiz Gontijo Junior; Mrs. Andréa Cristina de Lima Rolim; Mrs. Rachel Ribeiro Horta; Mr. João Roberto Gonçalves Teixeira; and Mr. Raul Calfat.

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

São Paulo, March 27, 2023.

Marcio Pinheiro Mendes

Fernando Aguiar Camargo

Chairman

Secretary