HYPERA S.A.

A Publicly-Held Corporation

CNPJ/ME No. 02.932.074/0001-91

NIRE 35.300.353.251

CVM Code No. 21431

MINUTES OF THE SHAREHOLDERS' ORDINARY AND EXTRAORDINARY MEETING

HELD ON APRIL 26, 2022

1. DATE, TIME AND PLACE: Meeting held on April 26, 2022, at 10:00 a.m., at the administrative offices of Hypera S.A. ("Company"), located in the City of São Paulo,

State of São Paulo, at Avenida Magalhães de Castro, 4.800, 24th floor, suite 241, Edifício Continental Tower, Cidade Jardim, Zip Code 05676-120.

2. CALL NOTICE: The Call Notice for this Shareholders' Ordinary and Extraordinary Meeting, in the form provided for in Article 124 of Law No. 6,404 dated as of December 15, 1976, as amended and currently in force ("Brazilian Corporations Law"), was published in the "Valor Econômico" newspaper, on São Paulo editions of March 25, 26, 27, 28 and 29, 2022, on pages E26 (on March 25), E14 (on March 26, 27 and 28) and E12 (on March 29), and on Rio de Janeiro editions of March 25, 26, 27, 28 and 29, 2022, on pages E4 (on March 25) and E2 (on March 26, 27, 28 and 29).

3. PUBLICATIONS AND DISCLOSURE: The following documents were published in the form provided for in Article 133 of the Brazilian Corporations Law: the managerial report, the financial statements together with the respective explanatory notes, PricewaterhouseCoopers Auditores Independentes' ("PwC") report, the Fiscal Council's report and the Statutory Audit Committee's report, in the Valor Econômico newspaper, on São Paulo and Rio de Janeiro editions, on March 3, 2022, on pages E3 to E6, in both editions. The documents above were also made available to the shareholders at the

Company's administrative office and disclosed in the websites of the Brazilian Securities

Commission (Comissão de Valores Mobiliários - CVM) ("CVM") (www.cvm.gov.br), of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br) and of the Company(https://ri.hypera.com.br), as disclosed by means of a Notice to Shareholders published in the "Valor Econômico" newspaper, São Paulo editions of March 25, 26, 27, 28 and 29, 2022, on pages E26 (on March 25), E2 (on March 26, 27 and 28) and E6 (on March 29), and on Rio de Janeiro editions of March 25, 26, 27, 28 and 29, 2022, on pages E2 (on March 25 and 29) and E11 (on March 26, 27 and 28).

4. ATTENDANCE: Attending, to the Shareholders' Ordinary Meeting, shareholders bearing four hundred and eighty-four million, two hundred and twenty thousand, fourhundred and seventy (484,220,470) of the Company's common, registered, book-entry and with no par value shares, representing approximately seventy-six point sixty three percent (76.63%) of the total voting capital of the Company, disregarded the treasury shares, and to the Shareholders' Extraordinary Meeting, shareholders bearing four hundred and seventy-four million, five hundred and eighty-two thousand, eight hundred and seventy-three (474,582,873) of the Company's common, registered, book-entry and with no par value shares, representing approximately seventy-five point eleven percent (75.11%) of the total voting capital of the Company, disregarded the treasury shares, as evidenced by the signatures appearing on the Company's Shareholders Book of Attendance. Also attending, for the purposes of the provisions of Article 134, paragraph one, of the Brazilian Corporations Law, the management's representative, Mr. Adalmario Ghovatto Satheler do Couto, the Company's Investors Relations Officer, the Fiscal Council representative, Mr. Marcelo Curti, and PwC's representative, the company in charge of the audit of the financial statements for the fiscal year ended on December 31, 2021, Mr. Pedro Braga, as well as the Statutory Audit Committee's coordinator, for the purposes of the provisions of Article 31-B, paragraph two, II of the CVM Resolution No. 23, of February 25, 2021, Mr. Hugo Barreto Sodré Leal.

5. BOARD: Mr. Alvaro Stainfeld Link, Chairman of the Board of Directors, assumed the position as Chairman of the Meeting, and invited me, Mrs. Juliana Aguinaga Damião Salem, to act as Secretary of the Meeting.

6. AGENDA: The Company's shareholders were gathered to examine, discuss and resolve on the following agenda: (I) At the Shareholders' Ordinary Meeting: (a) the management's accounts, the managerial report and the financial statements of the Company, together with the independent auditors' report, relating to the fiscal year ended on December 31, 2021; (b) the allocation of the Company's net profit related to the fiscal year ended on December 31, 2021; and (c) the annual global remuneration of the

Company's managers for the fiscal year to be ended on December 31, 2022, and of the

Fiscal Council's members, if installed; and (II) At the Shareholders' Extraordinary Meeting: (a) the amendment to the Shares Concession Plan in a Matching System for the fiscal year of 2017, approved within the scope of the Shareholders' Ordinary and Extraordinary Meeting of the Company held on April 19, 2017 and re-ratified by the

Shareholders' Ordinary and Extraordinary Meeting of the Company held on April 19, 2018; (b) the amendment to the Shares Concession Plan in a Matching System for the fiscal years of 2018 and 2019, approved within the scope of the Shareholders' Ordinary and Extraordinary Meeting of the Company held on April 19, 2018 and amended by the

Shareholders' Ordinary and Extraordinary Meeting of the Company held on April 24, 2019; (c) the amendment to the Restricted Shares Granting Plan, approved within the scope of the Shareholders' Ordinary and Extraordinary Meeting of the Company held onApril 14, 2016, amended by the Shareholders' Ordinary and Extraordinary Meeting of the Company held on April 19, 2018 and by the Shareholders' Ordinary and

Extraordinary Meeting of the Company held on April 24, 2019; (d) the amendment to the Company's Bylaws, in order to adapt it to certain rules of the Novo Mercado Regulation (Regulamento do Novo Mercado) and the legislation currently in force, as indicated in the

Management's Proposal regarding the Shareholders' Meeting; and (e) the renumbering of articles and the consolidation of the Company's Bylaws.

7. RESOLUTIONS: Having the Shareholders' Ordinary and Extraordinary Meeting been duly convened, the shareholders authorized the drawing of the Minutes of the present Meeting in summary form, as well as its publication with the suppression of the shareholders' signatures, pursuant to Article 130, paragraph one and two, of the Brazilian Corporations Law, and upon the beginning of the discussion of the matters comprised in the Agenda, the shareholders resolved the following:

I.

At the Shareholders' Ordinary Meeting:

(a) The management's accounts, the managerial report and the financial statements of the Company, together with the report of the independent auditors, relating to the fiscal year ended on December 31, 2021

(a.i) To approve, by majority of votes, being four hundred and sixty-one million, eight hundred and one thousand, six hundred and thirty-one (461,801,631) affirmative votes, one million, four hundred and twenty-eight thousand, one hundred and seventy (1,428,170) negative votes and twenty thousand million, nine hundred and ninety thousand, six hundred and sixty-eight (20,990,668) abstentions, the management's accounts, the managerial report and the financial statements of the Company, together with the report of the independent auditors, the Fiscal Council report and the Statutory Audit Committee report related to the fiscal year ended on December 31, 2021, audited by PwC.

(b) The allocation of the Company's net profit related to the fiscal year ended on December 31, 2021

(b.i) To approve, by majority of votes, being four hundred and eighty-two million, sixteen thousand, five hundred and thirty-two (482,016,532) affirmative votes, one million, sixty-six thousand, two hundred and eighty-eight (1,066,288) negative votes and one million, one hundred and thirty-seven thousand, six hundred and fifty (1,137,650)

abstentions, the management's proposal for the allocation of the Company's net profit related to the fiscal year ended on December 31, 2021, after adjustment of previousperiods to be compensated, in the total amount of one billion, three hundred and six million, one hundred and eighteen thousand, five hundred and twenty-six Reais and sixty-seven cents (R$ 1,306,118,526.67), as follows:

(i) not to allocate to the Company's legal reserve the amount corresponding to five percent (5%) of the net profit, pursuant to Article 193, paragraph 1, of the Brazilian Corporations Law, since the sum of the balances of the Legal Reserve and of the Capital

Reserve exceeds thirty percent (30%) of the Company's capital stock;

(ii) to allocate the amount of five hundred and sixty-seven million, ninety-seven thousand, five hundred eighty-six Reais and nine-nine cents (R$ 567.097.586,99), corresponding to, approximately, forty-three point four percent (43,4%) of the net profit, to the Company's Reserve for Tax Incentives, pursuant to Article 195-A of the Brazilian Corporations Law; and

(iii) not to distribute additional profit, given that interest on equity, credited to the minimum mandatory dividend for the fiscal year of 2021 has already been paid, in the sum of seven hundred and seventy-nine million, ninety thousand, three hundred and thirty-two Reais and forty-nine cents (R$ 779,090,332.49), which equals to the amount net of taxes of six hundred and seventy-nine million, five hundred and seventy-five thousand, one hundred and fifty-four Reais and thirty-eight cents (R$ 679,575,154.38),

as declared to shareholders at the meetings of the Company's Board of Directors held on

March 23, 2021, June 28, 2021, September 22, 2021 and December 21, 2021 and paid on January 7, 2022.

(c) The annual global remuneration of the Company's management for the fiscal year ending on December 31, 2021 and for the members of the Fiscal Council, if installed

(c.i) To approve, by majority of votes, being four hundred and fifty-six million, three hundred and thirty-one thousand, six hundred and sixty-six (456,331,666) affirmative votes, twenty-six million, eight hundred and one thousand, one hundred and thirty (26,801,130) negative votes and one million, eighty-seven thousand, six hundred and seventy-four (1,087,674) abstentions, the establishment of the global and annual remuneration of the Company's managers for the fiscal year to be ended on December 31, 2022 in up to forty-five million Reais (R$ 45.000.000,00) including the salary/fee, benefits and variable compensation (including the share-based portion), recognized in the Company's income statement, being the Board of Directors responsible for allocating such amount among the Company's Board of Directors and Board of Officers, at a meeting of the Board of Directors to be convened in due time.

(d)Installation of the Company's Fiscal Council

(d.i) In view of the request made by shareholders of the Company representing a percentage superior to the minimum required by Article 4 of CVM Resolution nº. 70 of March 22, 2022, bearers of one hundred and thirteen million, six hundred and eleven thousand, seven hundred and two (113,611,702) of the Company's common, registered, book-entry and with no par value shares, the Company's Fiscal Council is set up, operating until the date of the Shareholders' Ordinary Meeting that shall resolve on the financial statements of the Company related to the fiscal year to be ended on December 31, 2022.

(e)The election of the members of the Company's Fiscal Council

(e.i) To approve the reelection, being two hundred and twenty-nine million, five hundred and forty-eight thousand, two hundred and ninety-two (229,548,292) affirmative votes, of the following members, with a term of office of one (1) year, until the date of the Shareholders' Ordinary Meeting that shall resolve on the financial statements of the Company related to the fiscal year to be ended on December 31, 2022 being possible the reelection:

(i) Mr. Marcelo Curti, Brazilian citizen, married, economist, bearer of Identity Card R.G. nº. 10.306.522, issued by SSP/SP, enrolled with the CPF/ME under No. 036.305.588-60, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Rua Pedroso Alvarenga, 1.046, suites 95 and 96, Itaim Bibi, to the position of member of the Fiscal Council;

(ii) Mr. Edgard Massao Raffaelli, Brazilian citizen, divorced, administrator, bearer of Identity Card R.G. No. 12.270.465-4, issued by SSP/SP, registered with the CPF/ME under No. 050.889.138-85, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Avenida Marquês de São Vicente, 446, suite 1206, for the position of substitute for Mr. Marcelo Curti;

(iii) Mr. Roberto Daniel Flesch, Brazilian citizen, married, business administrator, bearer of Identity Card R.G. No. 14.665.185, issued by SSP/SP and enrolled with the CPF/ME under No. 101.039.058-98, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Rua Toneleiro, 204, for the position of member of the Fiscal Council;

(iv) Mr. Rodrigo Aparecido Leme de Oliveira, Brazilian citizen, divorced,

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Hypera SA published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 13:14:14 UTC.