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

FLEURY S.A.

Public Held Company

CNPJ/ME nº 60.840.055/0001-31

NIRE 35.300.197.534

MINUTES OF THE BOARD OF DIRECTOR'S MEETING

HELD ON MARCH 23, 2023

1. Date, Time and Place: held on March 23, 2023, at 09:00 am, at the headquarters of Fleury S.A. ("Company"), located in the City of São Paulo, State of São Paulo, at Av.
   General Valdomiro de Lima, 508, Jabaquara.
2. Call Notice and Attendance: The majority of the effective members of the Company's Board of Directors, through teleconference, pursuant to article 15, paragraph 3rd of the Company's Bylaws, namely: (ii) Mr. Fernando Lopes Alberto; (iii) Mr. Rui Monteiro de Barros Maciel; (iv) Mr. Luiz Carlos Trabuco Cappi; (v) Mr. Samuel Monteiro dos Santos Junior; (vi) Ms. Andréa Cristina de Lima Rolim; (vii) Ms. Rachel Ribeiro Horta; (viii) Mr. João Roberto Gonçalves Teixeira; e (ix) Mr. Raul Calfat. Mr. Ivan Luiz Gontijo Junior was absent. Due to the presence of the majority of the Board of Directors members, the meeting was duly installed, pursuant to article 15, paragraph 3rd of the Company's Bylaws
3. Chair: The meeting was presided over by Mr. Marcio Pinheiro Mendes and the secretary was Mr. Fernando Aguiar Camargo.
4. Agenda: To resolve on (i) the approval of the Company's 2023 Matching Program, within the scope of the Matching Plan approved at the Extraordinary General Meeting held on December 5, 2019; (ii) the approval of the grant of Matching Shares of the Company to certain beneficiaries, subject to the terms of the Matching Plan and of the 2023 Matching Program; and (iii) the authorization of the Company's management to adopt all measures and perform all necessary acts to comply with the resolutions that are taken.
5. Resolutions: Having analyzed the matters, the members of the Board of Directors, pursuant to Article 18(t) of the Bylaws and within the scope of the Company's Matching Plan, unanimously approved, without any reservations:

1. the 2023 Matching Shares Program, pursuant to Exhibit Iof these minutes, which shall be filed at the Company's headquarters.
2. the granting of a number of Matching Shares corresponding to the number of Invested Shares that are acquired by the Beneficiaries with the value of the respective Bonuses referring to the 1st Installment, under the terms of the 2023 Matching Program, multiplied by the individual factor applicable to each Beneficiary. The individual list of Beneficiaries contemplated, the amount of the Bonus referring to the 1st Installment and

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the number of Matching Shares that will be granted for each Invested Share was approved and initialed by the Board of Directors and will remain filed at the Company's headquarters.

1. the authorization to the Company's management to perform all acts necessary to comply with the resolutions taken, including determining the number of Matching Shares to be received by each Beneficiary and signing all instruments related to the resolutions taken above.

6. Closing: There being no other matters to discuss or any other statement to be made, the meeting was closed, and these minutes were drawn up, which, after being read and approved, were signed by all those in attendance. Signatures: Presiding 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; Ms. Andréa Cristina de Lima Rolim; Ms. Rachel Ribeiro Horta; Mr. João Roberto Gonçalves Teixeira; e Mr. Raul Calfat.

As per the original, drawn up in the official book.

São Paulo, March 23, 2023.

Marcio Pinheiro Mendes

Chairman

Fernando Aguiar Camargo

Secretary

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Exhibit I

Board of Directors' Meeting from Fleury S.A.,

held on March 23, 2023, at 9:00 a.m.

2023 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 March 22, 2023 ("Program"), sets forth the terms and conditions of the third grant of Matching Shares of the Company.

The Program was prepared in accordance with and is subject to the Matching Plan of Fleury S.A., as approved by the Extraordinary General Meeting of the Company 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 value of each approved Bonus installment, according to the quotation of the Company's Shares on the acquisition dates defined by the Board Directors and/or the Executive Office.

3. Beneficiaries; Requirements

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

Installment	Payment Date	Bonus Percentage
1st Installment	02/28/2023	20%
2nd Installment	02/28/2024	20%
3rd Installment	02/29/2025	20%
4th Installment	02/28/2026	40%

3.3. The Beneficiary's right to use each installment of the Bonus for the acquisition of Invested Shares and 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) will be approved annually by the Board of Directors, separately for each installment of the Bonus. The election of the Beneficiary in a given year to invest the

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installment of the Bonus for that year in the acquisition of Invested Shares and the corresponding receipt of Matching Shares will not confer any right or guarantee to the Beneficiary to receive this right with respect to the subsequent Bonus installments.

1. Adherence to the Program is voluntary. As a condition for participation in the Program and receipt of Matching Shares, the Beneficiary must comply with the following requirements:
2. 1. Sign, within 15 days from the present date, the respective Grant Agreement, in which it will accept and commit 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 Company Shares, which will become Invested Shares, upon delivery to the Company of the brokerage notes issued by Ágora Investimentos. The Concession Agreement will set the dates on which the acquisitions must be made.
   3. Commit not to sell, rent, pledge, offer as a guarantee or otherwise transfer the Invested Shares during the Vesting period.
   4. Authorize the restriction for trading of Invested Shares in the books of the depositary institution of the Company's book-entry shares during the Vesting period.
3. The value of the Bonus attributed to each Beneficiary, as well as the proportion of Matching Shares that each Beneficiary will receive for each Invested Share for each Installment, which can be from 1 (one) to up to 5 (five) Matching Shares for each Invested Share, and which may be different among the Beneficiaries, appears in a table approved by the Board of Directors at the meeting that approved the Program, which, initialed by the presiding board, is filed at the registered office. Pursuant to Clause 3.3 above, the Board of Directors will annually approve the eligibility of each Beneficiary to invest the corresponding Bonus installment in the acquisition of Invested Shares and the corresponding receipt of Matching Shares.
4. If the respective Beneficiary does not sign the Grant Agreement and does not comply with the conditions set out above for participation in the Program, it will lose the right to participate in the Program and to receive Matching Shares.
5. As a condition for staying in the Program, and maintaining the right to acquire Invested Shares and receive the corresponding Matching Shares in each year the Program is in effect, the Beneficiary must comply with the following requirements:
6. 
   3.7.1. Each year, evidence the full investment of the respective Bonus Portion eligible in the the acquisition of the largest possible number of Company Shares, 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 dates on which the acquisitions must be made will

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be defined annually by the Board of Directors and / or by the Executive Office, but they will not exceed the period of 60 days after the payment date of the respective Bonus Installment. Shares in this agreement shall remain in the custody of the Ágora Investimentos.

1. 1. Commit not to sell, rent, pledge, offer as a guarantee or otherwise transfer the Invested Shares during the Vesting period.
   2. Authorize the blocking for trading of Invested Shares in the books of the depositary institution of the Company's book-entry shares during the Vesting period.
2. If the Beneficiary breaches the rules for staying in the Program, the Beneficiary
   (i) will retain the right to receive the Bonus, within the terms of Clause 3.2 above, but (ii) will lose the right to receive the Matching Shares that have not yet become Mature; and (iii) will forfeit the right to use the subsequent Bonus Installment to acquire Invested Shares and receive Matching Shares.
3. If the Board of Directors decides not to grant Matching Shares to the Beneficiary in relation to a specific Installment, the Beneficiary (ii) will receive the amount of the Bonus corresponding to that Installment and will be released from acquiring Invested Shares for that Installment; and (ii) will continue to be eligible to receive Matching Shares in subsequent installments.

4. Grant Date; Vesting

1. The Matching Shares Grant Date for the 1st (first) Installment will be 03/23/2023.
2. As applicable, the Matching Shares Grant Date for the other Installments will be defined by the Board of Directors and / or the Executive Office, but will not exceed the period of up to 60 days after the payment date of each Bonus Installment (without prejudice to compliance with other conditions for granting).
3. The Vesting Date of the Matching Shares referring to the 1st (first) Installment will be 02/01/2024.

5. Termination, Death or Disability

1. In the event of Voluntary Termination or for Just Cause, the Beneficiary will only have the right to receive the Mature Shares, within the period provided for in Clause
2. above. All Matching Shares not yet Mature, as well as the right to receive any additional Matching Shares relating to the subsequent Installments will automatically be extinguished, in full right, regardless of prior notice or indemnity.

1. In case of Termination without Just Cause, the Beneficiary will have the right to receive (a) the Mature Shares, within up to 60 (sixty) days after the Vesting of the

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