Hypera S A : Bylaws

HYPERA S.A.

A Publicly-Held Corporation

CNPJ/MF No. 02.932.074/0001-91

NIRE 35.300.353.251

CVM Code No. 21431

EXHIBIT I TO THE SHAREHOLDERS' ORDINARY AND EXTRAORDINARY MEETING

HELD ON APRIL 23, 2024

RESTATED BYLAWS

HYPERA S.A.'S

BYLAWS

CHAPTER I

CORPORATE NAME, REGISTERED OFFICE, CORPORATE PURPOSE AND TERM OF

DURATION

Article 1: Hypera S.A. is a corporation governed by these Bylaws ("Bylaws") and by the applicable legal provisions, using the expression "Hypera Pharma" as the corporate name ("Company").

Article 2: The Company's registered office and jurisdiction shall be in the City of São Paulo, State of São Paulo, at Rua Nova Cidade, 404, Vila Olímpia, Zip Code 04547-070. The Company may, upon resolution of the Board of Officers, establish and/or close offices, sales offices, branches, warehouses, establishments or other premises anywhere in Brazil or abroad.

Article 3: The corporate purpose of the Company includes the following:

1. sale, production, import and export of hygiene and cleaning products (sanitary and household cleaners) and domestic hygiene, as well as commercial agency for its own account and for the account of third parties;
2. provision of manufacturing services in the consumption goods industry;

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1. production and sale of beverages and food products in general, namely: (i) dairy products, cereals, fruit and other animal or vegetable products, including juice concentrates, fruit beverages and fruit-flavored juice drinks, pasta, cookies and candies; (ii) diet products and dietary food products, including production of synthetic sugar and sweeteners, dietetic sweeteners, dietetic supplements and stevia sweeteners; (iii) animal food; (iv) dextrose (corn syrup) sugar and beet sugar; (v) infant's food products; (vi) special enriched and fortified food products, dietary supplements and other preserved food products; (vii) manufacturing, distilling, homogenizing and mixing of sugarcane and other liquors and distilled beverages, soft drinks, juice drinks, syrups and powder flavor; and (viii) nutritional supplements.
2. production, manufacturing and sale of equipment, packaging and inputs for the products mentioned in item "c" above, for their byproducts and related products, as well as for seeds, fertilizers, chemicals and agricultural products;
3. lease and import of machinery and equipment;
4. labor lease;
5. manufacturing, production, transportation, warehousing, distribution, import and sale of personal hygiene products and toiletries, cosmetics and perfumes;
6. manufacturing, production, transportation, warehousing, distribution, import and sale of medicinal drugs, health-related products, pharmaceuticals, including allopathic, herbal and homeopathic medicines for human consumption, import of inputs and raw materials for their production, related technological and scientific research and development, commercial agency and marketing of allopathic and herbal medicines;
7. manufacturing, production, wholesale, import and export of: (i) beverages and beverage processing raw materials, (ii) herbs for infusion, (iii) smoking Articles, (iv) lubricants, (v) paint and coatings, (vi) raw or processed metals, including precious metals, (vii) mechanical and electro-electronic machinery, tools, equipment and appliances, (viii) musical instruments, vehicles and vehicle parts, (ix) furniture and household utensils, (x) leather, (xi) plastics, (xii) building materials, office materials, (xiii) threads, fabrics, tapestry, sewing notions, (xiv) toys, (xv) clothing, (xvi) plants and (xvii) camping articles;
8. publications, advertising and marketing services, events, asset management, services, business, construction and commercial agency for the account of third parties;
9. sale, production, import and export of insect and rodent control disinfectants, chemical products, insecticides, pesticides, herbicides, household devices, instruments and traps of domestic use;

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1. provision of technical assistance services, cleaning services, furniture and building preservation and immunization services, general material treatment and processing services;
2. manufacturing, sale, import and export of waterproof diaper covers, cloth diapers, whether made of cotton or other natural fiber cloth, disposable diapers, menstrual pads and tampons, hospital diapers, diaper liners, pads and related products for hospital use, cotton swabs, makeup removers and cleansing pads;
3. production and sale of veterinary medications;
4. provision of electronic equipment calibration and testing services to third parties;
5. sale of medical surgical instruments and materials;
6. bottling, packaging and selling activities for the account of third parties, including repackaging of pharmaceutical salts and pharmaceutical substances, and the sale of those;
7. manufacturing, sale, import and export of latex articles;
8. warehousing, distribution, transportation import and export of any of the products listed in items (a) through (r) above;
9. distribution and sale of antibiotics, vitamins, pharmaceutical inputs, chemical, biological and technological products, natural products, energizing products and vaccines;
10. packaging, re-packing and handling of its inventories, subject to applicable legal and sanitary rules and standards;
11. manufacturing of brushes, paintbrushes and brooms;
12. representation of all fields of activities set forth in items (t) to (v) above through commissioning; and
13. holding ownership interest in other companies, as shareholder or quotaholder, and participation in ventures engaging in any of the activities listed in items (a) through (w) above

Article 4: The Company shall have an indefinite term of duration.

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CHAPTER II

CAPITAL STOCK AND SHARES

Article 5: The fully subscribed and paid-in capital stock is of nine billion, seven hundred and five million, eight hundred and eighty-five thousand, seven hundred and seventy-four reais and fifty-six cents (R$ 9,705,885,774.56), divided into six hundred and thirty-three million, four hundred and twenty thousand, eight hundred and twenty-three (633,420,823) common, registered, book-entry shares, without par value.

Paragraph First: The Company is authorized to increase the capital stock up to the limit of eleven billion, nine hundred and twenty million, six hundred and ninety-three thousand, six hundred and eighty-five reais and sixty-one cents (R$ 11,920,693,685.61) regardless of amendment to these Bylaws, by resolution of its Board of Directors.

Paragraph Second: The Board of Directors shall establish the conditions of issuance, subscription, form and terms of payment, price per share, form of placement (public or private) and distribution of shares in Brazil and/or abroad.

Paragraph Third: Within the limit of the authorized capital stock and pursuant to a plan approved by the shareholders' meeting, the Company may grant stock options to directors and officers, employees or natural persons providing services to the Company or its subsidiaries, as well as to its directors, officers and employees of subsidiaries, without granting preemptive rights to shareholders.

Article 6: Without granting preemptive rights or upon reducing the exercise period foreseen in Article 171, Paragraph 4, of Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporations Law"), at the discretion of the Board of Directors, the Company may issue shares, debentures or subscription warrants for placement through sale on a stock exchange or by public subscription, or through an exchange offer carried out in a tender offer, pursuant to applicable law, within the limit of the authorized capital stock.

Article 7: The Company's shares are book-entry shares, which will be kept in the name of their holders in deposit accounts under custody of a financial institution authorized by the Brazilian Securities Commission ("CVM").

Sole Paragraph: Pursuant to the bookkeeping services agreement, the depositary institution may directly charge the shareholders for the share transfer and registration costs, as well as the bookkeeping services costs, within the maximum limits established by the CVM.

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Article 8: The capital stock is solely represented by common shares. Each common share is entitled to one vote in decisions of the Shareholders' Meeting.

Article 9: Failure to pay the subscription price, such as established in the subscription list or in a capital call made by the management bodies, shall legally constitute default under Articles 106 and 107 of the Brazilian Corporate Law, such that the defaulting person shall be subject to pay the issue price as adjusted for inflation pursuant to the variation of the General Market Price Index ("IGP-M") compiled and released by Fundação Getúlio Vargas ("FGV"), or a substitute index, at as short intervals as legally acceptable, and accruing interest calculated pro rata temporis at the rate of twelve percent (12%) per year, in addition to default fine of ten percent (10%) of the amount due and unpaid, as adjusted for charges.

Article 10: The Company is forbidden from issuing preferred shares or founders' shares.

CHAPTER III

SHAREHOLDERS' MEETING

Article 11: Provided it is called in accordance with the law, the shareholders' meeting has authority to decide on all matters of the Company's interest, except for matters which under the law or these Bylaws fall within the sphere of competence of the management bodies.

Sole Paragraph: The shareholders' meeting shall not delegate to management bodies the authority to decide on any matter not expressly incumbent upon them in accordance with the law or these Bylaws.

Article 12: The shareholders shall convene annually on a Shareholders' Meeting within the period of four months following the end of the fiscal year, and extraordinarily, whenever the Company's interests so require.

Article 13: The shareholders' meetings shall be called upon a twenty-one (21) days prior notice on the first call and an eight (8) days prior notice on the second call, and convened as provided for in the law. The chairman of the board shall preside over the meetings and appoint the secretary.

Paragraph First: In the event the shareholders' meeting is to decide on matters that due to its complexity require longer period for analysis and consideration by shareholders, the call shall be made upon up to thirty (30) day prior notice.

Paragraph Second: Any matter not expressly included in the agenda set forth in the call notice may only be voted if all shareholders attend the meeting.

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Article 14: Unless as otherwise provided in the law and in these Bylaws, the shareholders' meetings shall convene upon attendance by shareholders representing at least twenty-five percent (25%) of the voting capital on the first call, and with any number of shareholders on the second call.

Article 15: Unless otherwise required by law and subject to the provisions of these Bylaws, all decisions of the shareholders' meeting shall be adopted by absolute majority of affirmative votes cast by attending shareholders, not computing blank votes.

Article 16: The annual shareholders' meeting, which shall be held annually within the first four months following the end of the fiscal year, shall have authority to:

1. review the management's accounts, and review, deliberate and judge the financial statements;
2. decide on the allocation of net profit for the fiscal year and distribution of dividends;
3. elect and remove the members of the Board of Directors; and
4. elect and remove the Fiscal Council members.

Article 17: In addition to other matters contemplated by law, the following matters and acts shall be subject to approval by the shareholders' meeting:

1. any increase of the Company's capital stock (except through capitalization of reserves, or within the authorized limit of the capital stock, or as required by law), and any stock split or reverse split, or a redemption of shares to be either forfeited or held in treasury;
2. the definition of the remuneration of all and any member of the Board of Directors and Board of Officers, as well as the remuneration of the fiscal council members, if this is installed;
3. amendment of these Bylaws;
4. issuance of bonus shares;
5. establishment of stock option or stock subscription plans, as incentive to directors, officers, employees or natural persons providing services to the Company or its subsidiaries, as well as to officers and employees of Company subsidiaries;

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1. establishment of the number of members or limitation to the responsibilities of the Board of Directors;
2. any merger, spin-off, incorporation or conversion of the Company into any other corporate nature;
3. authorization to the officers to petition for voluntary bankruptcy or for judicial or extrajudicial reorganization in name of the Company;
4. approval of liquidation or dissolution of the Company;
5. the execution of any assignment to the benefit of creditors of the Company, in the event of insolvency;
6. delisting from the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado");
7. any amendment to the corporate purpose of the Company;
8. any change in the dividend and distributions policy adopted by the Company;
9. waiver from conducting a public offering due to withdrawal from the Novo Mercado, as provided for in Chapter VIII of these Bylaws;
10. qualification of the person appointed for the Board of Directors as independent director, in accordance with Article 19 of these Bylaws; and
11. resolution on any other matter submitted to it by the Board of Directors.

CHAPTER IV

MANAGEMENT

Section I

Board of Directors

Article 18: The Company shall be managed by a Board of Directors and by a Board of Officers, in accordance with the applicable legal provisions and with these Bylaws.

Paragraph First: The directors shall take office upon signing an instrument of investiture drawn up in the Book of Minutes of Board of Directors' Meetings, which shall

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contemplate that they are subjected to Article 46 of these Bylaws, as well as to the fulfillment of the applicable legal requirements.

Paragraph Second: The shareholders' meeting shall establish the individual or aggregate amount of the remuneration of directors and executive officers. If set as an aggregate amount, the Board of Directors shall allocate it amongst directors and officers. The Shareholders' Meeting may also authorize profit sharing payments to directors and officers, within the limit established by the pertinent applicable legal limits and the provisions of these Bylaws.

Article 19: The Board of Directors shall consist of at least nine (9) Directors and no more than eleven (11) Directors elected and removable by the Shareholders' Meeting, being one the Chairman and the others without a specific title, all shareholders or not, with a unified term of office of two (2) years, reelection permitted.

Paragraph First: A director must have unimpeachable reputation and, except upon

waiver expressed by the shareholders' meeting, a director may not: (i) work as senior manager, director, consultant, lawyer, auditor, executive, employee or service provider for companies that may be deemed to compete with the Company; or (ii) represent interests that conflict with the interests of the Company. No Director may exercise voting rights in the event of any supervening impediment.

Paragraph Second: A Director may neither be granted access to information, nor participate in the Board of Directors' meeting convened to resolve on matters in which the director would have or represent interests that are in conflict with the interests of the Company.

Paragraph Third: As defined in the Novo Mercado Rules, a minimum of two (2) or twenty percent (20%), whichever is higher, of the members of the Board of Directors shall qualify as Independent Directors. If this percentage results in a fractional number of directors, it shall be rounded up to the next whole number.

Paragraph Fourth: For purposes of these Bylaws, the qualification as "Independent Director" shall take into consideration the relationship between the director and (1) the Company, its direct or indirect controlling shareholder, and its managers, and (2) the subsidiaries, affiliates or companies under common control, and it is also necessary to confirm if the following situations imply loss of independence of the directors in view of the characteristics, magnitude and extension of the relationship: (i) if the director is a relative by affinity up to the second degree of the controlling shareholder, of the Company's manager or of the controlling shareholder's manager; (ii) if the director was,

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for the past three (3) years, an employee or officer of affiliates, subsidiaries or companies under common control; (iii) if the director has commercial relationships with the Company, its controlling shareholder or affiliates, companies controlled or under common control; (iv) if the director holds office in a company or entity that has commercial relationships with the Company or with its controlling shareholder that has decision-making power in the conduction of the activities of said company or entity; (v) if the director receives other remuneration from the Company, its controlling shareholder, affiliates, subsidiaries or companies under common control, in addition to the remuneration related to the activities as member of the board of directors or of committees of the company, of its controlling shareholder, of its affiliates, subsidiaries or companies under common control, except for remuneration in cash as a result of ownership interest in the Company and benefits originating from supplementary social-security plans. If there is a controlling shareholder, directors elected pursuant to Article 141, Paragraphs 4 and 5 of Brazilian Corporations Law also qualify as Independent Directors. The following cannot be deemed Independent Directors: (a) those who are the Company's direct or indirect controlling shareholder; (b) those whose voting exercise at the meetings of the board of directors is subject to a shareholders' agreement providing on matters relating to the Company; (c) those who are spouses, common-law partner or direct or collateral relative, up to the second degree, of a manager of the Company or of a manager of the controlling shareholder; and (d) those who were, for the last three (3) years, employees of officers of the Company or of its controlling shareholder.

Paragraph Fifth: Qualification of those appointed for the board of directors as Independent Directors shall be resolved by the Shareholders' Meeting, which may decide based upon: (i) the statement, sent by those appointed to hold office as Independent Director in the Board of Directors, confirming their qualification in relation to the independence criteria established in the Novo Mercado Rules, contemplating the respective justification, upon verification of any of the situations set forth in paragraph four of Article 19 of these Bylaws; and on (ii) the pronouncement of the Company's Board of Directors, included in the Officers proposal relating to the shareholders' meeting for the election of managers, with respect to the candidates' qualification or non- qualification with respect to the independence criteria. The procedure set forth in this Paragraph shall not apply to the appointment of candidates for the Board of Directors: (a) who do not meet the term for inclusion of candidates in the voting bulletin, as provided in the regulation enacted by the CVM on remote voting; and (b) upon separate voting, as set forth in Article 141, Paragraphs 4 and 5 of the Brazilian Corporation Law.

Paragraph Sixth: The Board of Directors shall have one (1) Chairman, who shall be appointed by the Shareholders' Meeting which elect him/her or by a majority vote of all

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attending, at the first meeting of the board of directors immediately after these directors take office, or whenever in the event of resignation from, or vacancy of, these positions.

Paragraph Seventh: The Directors shall remain in their offices and exercise their duties until their substitutes take office, unless differently decided by the Shareholders' Meeting.

Paragraph Eighth: The offices of Chairman of the Board of Directors and Chief Executive Officer of the Company may not be held by the same person, except in the event of vacancy, it being understood that, in this case, the Company shall: (i) disclose the accumulation of offices as a result of the vacancy until the business day following the date of the event: (ii) disclose, within sixty (60) days as from the vacancy, which steps shall be taken to cease the accumulation of the offices; and (iii) cease the accumulation within one (1) year.

Article 20: The Chairman of the Board of Directors shall exclusively:

1. give a casting vote in the event of a tie;
2. act as link between the Board of Directors and the Executive Board of the Company, including, but not limited to, for purposes of flow of information of the Company;
3. act as a link between the Board of Directors and the committees of the Company, in the event of any existing and/or established committee, including, but not limited to, purposes of flow of information of the Company;
4. coordinate the business of the committees of the Company, in the event of any existing and/or established committee;
5. ensure the efficacy and good performance of the Board of Directors;
6. ensure the efficacy of the system to follow up and assess the Executive Board and the Board of Directors itself;
7. bring the activities of the Board of Directors in alignment with the interests of the Company, its shareholders and other interested parties;
8. organize and coordinate, with the cooperation of the other members of the Board of Directors, the agenda of the meetings, after hearing, if applicable, the Chief Executive Officer (CEO) and the other Officers;

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