Stock Options

⁽¹⁾The strike price fixed above is restated by the variation of the Consumer Price Index (IPCA) from the granting date to the date of the effective exercise of the Option.

For purposes of the Stock Option Granting Regulations currently in force, the terms below shall comply with the following definitions:

1. Potential beneficiaries
   The officers (statutory or otherwise), division managers and employees of Vulcabras SA (“Company”) and direct or indirect subsidiaries (“Subsidiaries”) may be elected as beneficiaries of stock option grants, including in relation to new hires, all of which are subject to approval by the Company’s Board of Directors (“Participants”).
2. Maximum number of stock options to be granted
   Options will be granted in volume that does not exceed the limit corresponding to the number established in the scope of each plan.
3. Acquisition conditions
   There will be only one grant of Options for each plan, which will be held on the date of the Extraordinary General Meeting.
   The Stock Options, as well as the rights and obligations arising from the Stock Options Grants and the Agreement, have a very personal nature and shall not be transferable, seizable and communicable to any spouse, and cannot be assigned or transferred in any way to third parties, nor given as collateral. The Participant may not make hedge operations or any type of transaction that reduces the risk attached to the Stock Options such as short selling of Company’s shares, purchase of put options, futures market transactions, etc. The Options may be exercised on specific Exercise Dates, as provided in the Agreement, for the acquisition of Shares, which is the base date for the end of the Grace Period. On the Exercise Dates, the Participants may exercise the Options that fulfilled the Grace Period (“Mature Options”) applicable to the Participant’s right to acquire Shares issued by the Company at a price previously fixed for a certain period of time, subject to the conditions established in the Agreement (“Options”). Once the Company has been notified, the effective exercise of the Stock Options will occur in the manner determined in the Agreement, which sets the dates on which the Shares will be acquired and delivered. The exercise of the Stock Options will be formalized through (i) submitting a notice to the Company, as per the template attached in the Agreement, (ii) payment of the Exercise Price, and (iii) delivery of a receipt or subscription bulletin by the Company, detailing the Exercise Price and the number of shares to be acquired.
4. Detailed criteria for setting the strike price
   The exercise price is fixed upon approval of each plan, which will be corrected by the variation of the Extended National Consumer Price Index – IPCA from the grant date to the effective exercise date of the Option, possibly adjusted by offsets, groupings, bonuses of similar actions and corporate events, as determined by the Board of Directors.
   The correction by the IPCA will always be made on a pro rata basis, considering all the days elapsed until the date of the effective exercise of the Mature Options (as defined below), and in the absence of disclosure of the IPCA for a given period, the last IPCA must be used published monthly, pro rata. Dividends and interest on equity per share distributed in the period between the grant date and the date of exercise of the Options will be deducted from the corrected Exercise Price. The amounts of dividends and interest on capital per share will be restated by the IPCA from the date of effective payment until the date of exercise of the Options.
5. Criteria for setting the exercise period
   Participants may exercise the Mature Options only on two exercise dates, as specified in each plan. The Options not exercised on the last Exercise Date will be extinguished and will no longer be exercised by the Participants.
6. Type of settlement of the Stock Options
   In the exercise of the Mature Options and consequent acquisition of the Shares, the Participants will be subject to the restrictive rules for trading shares of publicly-held companies established by the applicable regulations and the Company’s Trading Policy. Observing the criteria set forth in the Agreement, a Participant wishing to exercise its Mature Options must notify the Company in writing of its intention, in accordance with the terms of the communication model attached to the Agreement.Once the Company has been notified, the effective exercise of the Stock Options will occur in the form of the Agreement.
7. Criteria and events that, when verified, will lead to suspension, amendment or extinction of the plan
   Notwithstanding any other provision to the contrary, provided for in the Agreement, the Stock Options shall be automatically terminated, with all its effects ceasing, in the following cases:
   a)after the expiration of the Vesting Period;
   b)upon termination of the Agreement;
   c)if the Company is dissolved, liquidated or has its bankruptcy decreed; or
   d)in case of Participant’s Severance.
   Participant’s Severance means any act or fact that results in termination of the legal relationship of the participant with the Company. Participant’s Severance includes the possibility of termination of labor agreement, dismissal, dismissal, resignation or non-reelection of the Participant as member of the management, retirement, permanent disability, disappearance or death.

1. Main purposes of the plan
   The purpose of the Stock Option Grant is to establish rules for certain employees and members of the management of the Company or other companies under its control may acquire shares issued by them through the exercise of Stock Option granted to them, in order to generate the alignment in the medium and long-term, of the interests of the Participants with the interests of the shareholders, to increase the ownership and commitment of the Participants through the concept of investment and risk, to link the granting of long-term incentives with the Company’s short-term results , as well as to reinforcing the retention power of a strategic group of employees and members of the management.
2. How the plan contributes to these purposes
   The Plan grants Stock Options to the Participants to encourage better performance in the management and long-term results, and therefore, the valuation of the Company and the shares issued by the Company.
   The purpose of the Stock Option Grant is to encourage a better performance of the management to achieve long-term results, encouraging ongoing results in subsequent years.The plan also encourages the participant to pursue the continuity of positive results, given the structure of the plan that rewards the Participants for continuous positive results.
3. How the plan fits into the company’s compensation policy
   The plan is part of the strategy to retain employees and members of the management, with their commitment to generate value for the Company, without being part of the compensation package of the Participants.
4. How the plan aligns the interests of the beneficiaries and the company in the short, medium and long-term
   The plant seeks to strengthen the retention of employees and members of the management, aiming at their commitment to generate value and sustainable results for the Company in the medium and long-term.

Stock Option Granting Plan launched in 2022

The plan launched in 2022 was approved by the Extraordinary General Meeting held on 04/26/2022 and by the Board of Directors’ Meeting held on May 05, 2022.

1. Maximum number of shares covered by the plan
   The maximum number of shares that will be subject to the Stock Option Grant shall not exceed 0.4% (four tenths of a percent) of the Company’s capital on diluted bases.
2. Acquisition conditions
   There is only one grant of Stock Options, which was held on the date of the Extraordinary General Meeting, and the Grant shall remain in force until March 31, 2026.
3. Detailed criteria for setting the strike price
   The exercise price is fixed at R$ 8.89 (eight reais and eighty-nine cents), which will be corrected by the variation of the Extended National Consumer Price Index – IPCA from the grant date to the date of the effective exercise of the Option (“Exercise Price Year”), possibly adjusted for any splits, groupings, share bonuses and similar corporate events, as determined by the Board of Directors. The correction by the IPCA will always be made on a pro rata basis, considering all the days elapsed until the date of the effective exercise of the Mature Options (as defined below), and in the absence of disclosure of the IPCA for a given period, the last IPCA must be used published monthly, pro rata. Dividends and interest on capital per share distributed in the period between the grant date and the date of exercise of the Options will be deducted from the corrected Exercise Price. The amounts of dividends and interest on capital per share will be restated by the IPCA from the date of effective payment until the date of exercise of the Options. The Strike Price corresponds to the average closing price of the last 20 tradings sessions until March 4, 2022.
4. Criteria for setting the exercise period
   The Participants may exercise the Mature Options only on two specific exercise dates: 03/31/2025 and 03/31/2026, according to the criteria described in the table below:

   Grade Period	Exercise Date	Percentage  of exercible options annually
   Up to March 30, 2025	March 31, 2025	25%, 50% or 100% of the options may be exercised on this date, at the discretion of the Participant.
   	March 31, 2026	The remaining balance of the Options not exercised on the first Exercise Date may be exercised on that date, in part or in full, provided that in multiples of 1,000 (one thousand), at the Participant’s discretion. Options not exercised on this date will be automatically canceled and extinguished.

   The Options not exercised on the last Exercise Date, 03/31/2026, will be extinguished and will no longer be exercised by the Participants.

5. Estimate the expenses of the company resulting from the plans, according to the accounting rules that deal with this subject.
   The Company estimates that the expenses arising from the Concessions will together represent approximately R$ 2,800,000.00 (two million eight hundred thousand reais). It should be noted that in the Plan launched in 2022 the amount above represents only an estimate and (i) it may present significant variations, and (ii) it does not consider possible tax, labor and social security costs arising from the existing jurisprudential controversy over the treatment due to the stock option plans of purchase shares for employees.

Stock Option Granting Plan launched in 2023

This Stock Option Plan – Grant 2023 (“Plan”) was submitted for approval by the Ordinary and Extraordinary General Meeting of Vulcabras S.A (“Company”) held on April 25, 2023 and by the Board of Directors’ Meeting held on May 02, 2023. The terms and conditions of this Plan are arranged below.

a) Objectives of this Plan: The purpose of this Plan is to grant its Participants (as defined in item 2 below) the right to become shareholders of the Company, through the exercise of stock options (“Options”, or, individually, “Option ”). This right will be subject to certain conditions to be imposed by the Company and aims to: (a) encourage the expansion, success and achievement of the corporate purpose of the Company and its Subsidiaries (as defined below); and (b) align the interests of the Company’s shareholders with those of the Plan Participants.

b) Potential Participants: Directors (statutory or otherwise), division managers and employees with a formal contract with the Company and companies under its direct or indirect control (“Subsidiaries”) may be elected as participants in the Plan, including in relation to new hires, all of which are subject to approval by the Company’s Board of Directors (“Participants”).

c) Plan Management: This Plan will be managed by the Company’s Board of Directors. Subject to the guidelines provided for in this Plan, the Board of Directors will have broad powers to implement the Plan and to take all necessary and appropriate measures for its management and implementation, including, without limitation, establishing supplementary rules to this Plan. The Board of Directors’ resolutions are binding on the Company with regard to all matters related to the Plan. Omissions in this Plan will be regulated and determined by the Board of Directors.

d) Exercise Price: The exercise price is fixed at R$ 11.40 (eleven reais and forty cents), which will be corrected by the variation of the Extended National Consumer Price Index – IPCA from the grant date to the date of the effective exercise of the Option (“Exercise Price Year”), possibly adjusted for any splits, groupings, share bonuses and similar corporate events, as determined by the Board of Directors. The correction by the IPCA will always be made on a pro rata basis, considering all the days elapsed until the date of the effective exercise of the Mature Options (as defined below), and in the absence of disclosure of the IPCA for a given period, the last IPCA must be used published monthly, pro rata. Dividends and interest on capital per share distributed in the period between the grant date and the date of exercise of the Options will be deducted from the corrected Exercise Price. The amounts of dividends and interest on capital per share will be restated by the IPCA from the date of effective payment until the date of exercise of the Options. The Strike Price corresponds to the average closing price of the last 20 tradings sessions until March 20, 2023.

e) Maximum Number of Options: The Company may grant Options that confer rights on a number of shares issued by the Company that does not exceed the limit of 1.0% shares issued by the Company, adjusted for possible splits, groupings, share bonuses and events similar companies.

f) Exercise Term: Subject to the provisions to be provided for in the grant agreement to be entered into with the Participants (“Agreement”), the Participants may exercise the Options that have completed the vesting period (which will be referred to as “ Mature Options”) only on 2 (two) specific exercise dates (“Exercise Period”), described in the table below:

The Options not exercised on the last Exercise Date, 03/31/2027, will be extinguished and will no longer be exercised by the Participants.

g) Exercise of Options: Participants who wish to exercise their Mature Options must notify the Company, in writing, of their intention to exercise, under the terms and deadlines defined in the Agreement. The payment of the Exercise Price by the Participant must be made, in any case, prior to the delivery of the corresponding shares.

h) Settlement of Options: Upon compliance with the terms and conditions defined in the Agreement, the shares object of the exercise of Mature Options by the Participant may be delivered through an increase in the Company’s capital stock, with the issuance of new shares, or through the sale of shares held in treasury.

i) Suspension, Amendment or Termination of the Plan: Without prejudice to any provision to the contrary provided for in the Agreement, the Options will automatically terminate, ceasing all their effects by operation of law, in the following cases: (i) After the expiration of the Period for Exercise of the Options or the term provided for in the Agreement; (ii) Upon termination of the Agreement; (iii) If the Company is dissolved, liquidated or declared bankrupt; or (iv) In case of Dismissal of the Participant from the Company or its Subsidiaries, where “Dismissal” means any act or fact that results in the termination of the participant’s legal relationship with the Company.

j) Corporate Reorganizations: The granting of Options under the terms of this Plan and the Agreement will not prevent the Company from engaging in operations to dispose of its control and corporate reorganization operations, such as transformation, incorporation, merger and spin-off (“Corporate Reorganizations” ). In case of Corporate Reorganizations, the Board of Directors may define alternative structures for the settlement of the Options, including the creation of a new incentive plan, provided that the Participant’s rights set forth in the Agreement are not impaired.

k) Preemptive Right of Shareholders: Pursuant to art. 171, paragraph 3 of the Brazilian Corporate Law, shareholders will not have preemptive rights in the granting or exercise of Options.

Stock Option Granting Plan launched in 2024

This Stock Option Plan – Grant 2024 (“Plan”) was submitted for approval by the Ordinary and Extraordinary General Meeting of Vulcabras S.A (“Company”) held on April 23, 2024 and by the Board of Directors’ Meeting held on May 07, 2024. The terms and conditions of this Plan are arranged below.

a) Objectives of this Plan: The purpose of this Plan is to grant its Participants (as defined in item 2 below) the right to become shareholders of the Company, through the exercise of stock options (“Options”, or, individually, “Option ”). This right will be subject to certain conditions to be imposed by the Company and aims to: (a) encourage the expansion, success and achievement of the corporate purpose of the Company and its Subsidiaries (as defined below); and (b) align the interests of the Company’s shareholders with those of the Plan Participants.

b) Potential Participants: Directors (statutory or otherwise), division managers and employees with a formal contract with the Company and companies under its direct or indirect control (“Subsidiaries”) may be elected as participants in the Plan, including in relation to new hires, all of which are subject to approval by the Company’s Board of Directors (“Participants”).

c) Plan Management: This Plan will be managed by the Company’s Board of Directors. Subject to the guidelines provided for in this Plan, the Board of Directors will have broad powers to implement the Plan and to take all necessary and appropriate measures for its management and implementation, including, without limitation, establishing supplementary rules to this Plan. The Board of Directors’ resolutions are binding on the Company with regard to all matters related to the Plan. Omissions in this Plan will be regulated and determined by the Board of Directors.

d) Exercise Price: The exercise price is fixed at R$ 18.50 (eighteen reais and fifty cents), which will be corrected by the variation of the Extended National Consumer Price Index – IPCA from the grant date to the date of the effective exercise of the Option (“Exercise Price Year”), possibly adjusted for any splits, groupings, share bonuses and similar corporate events, as determined by the Board of Directors. The correction by the IPCA will always be made on a pro rata basis, considering all the days elapsed until the date of the effective exercise of the Mature Options (as defined below), and in the absence of disclosure of the IPCA for a given period, the last IPCA must be used published monthly, pro rata. Dividends and interest on capital per share distributed in the period between the grant date and the date of exercise of the Options will be deducted from the corrected Exercise Price. The amounts of dividends and interest on capital per share will be restated by the IPCA from the date of effective payment until the date of exercise of the Options. 

e) Maximum Number of Options: The Company may grant Options that confer rights on a number of shares issued by the Company that does not exceed the limit of 0.8% shares issued by the Company, adjusted for possible splits, groupings, share bonuses and events similar companies.

f) Exercise Term: Subject to the provisions to be provided for in the grant agreement to be entered into with the Participants (“Agreement”), the Participants may exercise the Options that have completed the vesting period (which will be referred to as “ Mature Options”) only on 2 (two) specific exercise dates (“Exercise Period”), described in the table below:

The Options not exercised on the last Exercise Date, 03/31/2028, will be extinguished and will no longer be exercised by the Participants.

g) Exercise of Options: Participants who wish to exercise their Mature Options must notify the Company, in writing, of their intention to exercise, under the terms and deadlines defined in the Agreement. The payment of the Exercise Price by the Participant must be made, in any case, prior to the delivery of the corresponding shares.

h) Settlement of Options: Upon compliance with the terms and conditions defined in the Agreement, the shares object of the exercise of Mature Options by the Participant may be delivered through an increase in the Company’s capital stock, with the issuance of new shares, or through the sale of shares held in treasury.

i) Suspension, Amendment or Termination of the Plan: Without prejudice to any provision to the contrary provided for in the Agreement, the Options will automatically terminate, ceasing all their effects by operation of law, in the following cases: (i) After the expiration of the Period for Exercise of the Options or the term provided for in the Agreement; (ii) Upon termination of the Agreement; (iii) If the Company is dissolved, liquidated or declared bankrupt; or (iv) In case of Dismissal of the Participant from the Company or its Subsidiaries, where “Dismissal” means any act or fact that results in the termination of the participant’s legal relationship with the Company.

j) Corporate Reorganizations: The granting of Options under the terms of this Plan and the Agreement will not prevent the Company from engaging in operations to dispose of its control and corporate reorganization operations, such as transformation, incorporation, merger and spin-off (“Corporate Reorganizations” ). In case of Corporate Reorganizations, the Board of Directors may define alternative structures for the settlement of the Options, including the creation of a new incentive plan, provided that the Participant’s rights set forth in the Agreement are not impaired.

k) Preemptive Right of Shareholders: Pursuant to art. 171, paragraph 3 of the Brazilian Corporate Law, shareholders will not have preemptive rights in the granting or exercise of Options.