Minutes of BMD: Capital Increase Subscription

FLEURY S.A.

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 MAY 31, 2023

1. Date, time and place: Held on May 31, 2023, at 3 p.m., at the principal place of business of the Company, located at Avenida Morumbi, 8860 - 8º andar, Brooklin - São Paulo/SP, Zip Code (CEP) 04703-002.
2. Call Notice and Attendance: All members of the Company's Board of Directors were present by video conference, pursuant to article 15, paragraph 3 of the Company's Bylaws: (i) 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; (vii) João Roberto Gonçalves Teixeira; (viii) Regina Pardini; (ix) Áurea Maria Pardini; (x) Victor Cavalcanti Pardini.
3. Presiding Board: Chairman: Marcio Pinheiro Mendes; Secretary: Fernando Aguiar Camargo.
4. Agenda and Resolutions: Once the Board of Directors' Meeting was established, the attending members of the Board of Directors took the following resolutions, unanimously and without reservation or exception, after analyzing the relevant documents:
   4.1. Due to the consummation of the business combination between the Company and Instituto Hermes Pardini S.A. ("Hermes Pardini") and the capital increase approved in item 10.5 of the minutes of the Company's Extraordinary General Meeting held on August
   18, 2022, and also considering the adjustments provided for in the "Protocol and
   Justification for the Merger of Shares Issued by Instituto Hermes Pardini S.A. into Oxônia SP Participações S.A., followed by the Merger of Oxônia SP Participações into Fleury S.A.", entered into on June 29, 2022 ("Protocol and Justification") and confirmed by the Company's Board of Directors at a meeting held on April 13, 2023, to consign the issuance of 153,924,773 new common shares, for the total subscription price of BRL 2,161,103,813.48. Of this total, the amount of BRL 849,015,955.17 was allocated to the corporate capital account and the rest, in the amount of BRL 1,312,087,858.31 was allocated to the Company's capital reserve. Due to the above resolution, confirm that Fleury's corporate capital was increased by BRL 849,015,955.17, from BRL 1,743,887,001.03, divided into 367,204,451 common shares, to BRL 2,592,902,956.20, divided into 521,129,224 common shares.
   5. 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. Board Members: Marcio Pinheiro Mendes; Fernando Lopes Alberto; Rui Monteiro de Barros Maciel; Luiz Carlos Trabuco Cappi; Samuel Monteiro dos Santos Junior; Ivan Luiz Gontijo Junior; João Roberto Gonçalves Teixeira; Regina Pardini: Áurea Maria Pardini; and Victor Cavalcanti Pardini.

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Avenida Morumbi, n° 8860 - Jardim das Acácias - Zip Code (CEP): 04703- São Paulo/SP

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

São Paulo, May 31, 2023.

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Avenida Morumbi, n° 8860 - Jardim das Acácias - Zip Code (CEP): 04703- São Paulo/SP