Notice to Shareholders - Capital Increase

HYPERA S.A.

Companhia Aberta

CNPJ nº. 02.932.074/0001-91 NIRE 35.300.353.251

Código CVM nº. 21.431

NOTICE TO SHAREHOLDERS

Hypera S.A. ("Company"), in compliance with the provisions of Article 33, item XXXI, and Exhibit E of CVM Resolution No. 80/22, hereby informs its shareholders and the market in general that, at a meeting of its Board of Directors held on this date, the increase of the Company's share capital, within the limit of the authorized capital set forth in Article 5, paragraph 1, of the Company's Bylaws, was approved through the private subscription of common shares (the "Capital Increase"), as detailed below.

1. The issuer must disclose to the market the amount of the capital increase and the new share capital, and whether the increase will be carried out through: (i) the conversion of debentures or other debt securities into shares; (ii) the exercise of subscription rights or subscription warrants; (iii) the capitalization of profits or reserves; or (iv) the subscription of new shares:

   The Capital Increase will amount to an aggregate minimum of R$1,150,000,020.00 (one billion, one hundred fifty million and twenty reais) (the "Minimum Amount") and a maximum of R$1,500,000,015.00 (one billion, five hundred million and fifteen reais) (the "Maximum Amount"), to be carried out through the private subscription of new registered, book-entry common shares with no par value.

   Upon completion of the procedures for subscription and allocation of any unsubscribed shares, the Company's Board of Directors will meet to ratify (homologate) de Capital Increase, in whole or in part, in the amount of the shares effectively subscribed and paid in, which must correspond to at least the Minimum Amount. Following the ratification of the Capital Increase, the Company's share capital will increase from R$9,705,885,774.56 (nine billion, seven hundred five million, eight hundred eighty-five thousand, seven hundred seventy-four reais and fifty-six cents), divided into 633,420,823 (six hundred thirty-three million, four hundred twenty thousand, eight hundred twenty-three) common shares, to, (i) at least, R$10,855,885,794.56 (ten billion, eight hundred fifty-five million, eight hundred eighty-five thousand, seven hundred ninety-four reais and fifty-six cents), divided into 687,538,471 (six hundred eighty-seven million, five hundred thirty-eight

   thousand, four hundred seventy-one) common shares, in the event of ratification of the Capital Increase in the Minimum Amount; and (ii) at most, R$11,205,885,789.56 (eleven billion, two hundred five million, eight hundred eighty-five thousand, seven hundred eighty-nine reais and fifty-six cents), divided into 704,009,059 (seven hundred four million, nine thousand, fifty-nine) common shares, in the event of ratification of the Capital Increase in the Maximum Amount.

2. Explain, in detail, the reasons for the capital increase and its legal and economic consequences:

   The Capital Increase aims to strengthen the Company's capital structure, by reducing its net debt, contributing to the improvement of its operational and financial efficiency, in addition to the measures that have been adopted by Hypera's management since 2024, including the working capital optimization process concluded in 2025. This initiative will expand the Company's investment capacity in organic and inorganic growth opportunities.

   From a legal perspective, the Capital Increase will be carried out through the private subscription of new registered, book-entry common shares with no par value, which will grant their holders the same rights, benefits and restrictions as those granted to the current shareholders of the Company's common shares.

   From an economic perspective, the Capital Increase will result in a change in the Company's share capital (as detailed in item 1). In addition, the Capital Increase will be carried out through a private subscription, with due observance of the preemptive rights of the Company's existing shareholders, pursuant to Article 171 of Law No. 6,404/76 (the Brazilian Corporate Law). Accordingly, dilution of shareholdings will occur only with respect to shareholders who do not fully exercise their respective preemptive rights to subscribe for the new shares; shareholders who fully exercise such rights will have their respective share interests in the Company preserved.

3. Provide a copy of the opinion of the Fiscal Council, if applicable:

   The Company's Fiscal Council, at a meeting held on February 3, 2026, issued a favorable opinion regarding the approval of the Capital Increase. A copy of the minutes of such meeting was disclosed on the websites of the Brazilian Securities and Exchange Commission (https://www.gov.br/cvm/pt-br), B3 S.A. - Brasil, Bolsa, Balcão (https://b3.com.br/pt_br/), and the Company (https://ri.hypera.com.br/).

4. In the event of a capital increase through the subscription of shares, the issuer must:
   1. describe the use of proceeds:

      The proceeds from the Capital Increase will be fully allocated to the Company's share capital, with the purpose of strengthening the Company's capital structure by reducing its net indebtedness, thereby contributing to an improvement in its operational efficiency.

      In this context, as described in item 2 above, the Capital Increase is expected to enhance the Company's ability to invest in organic and inorganic growth opportunities.

   2. inform the number of shares issued of each type and class:

   3. Within the scope of the Capital Increase, a minimum of 54,117,648 (fifty-four million, one hundred seventeen thousand, six hundred forty-eight) common shares and a maximum of 70,588,236 (seventy million, five hundred eighty-eight thousand, two hundred thirty-six) common shares will be issued, all of which will be registered, book-entry and with no par value.describe the rights, benefits and restrictions attributed to the shares to be issued:

      The shares to be issued within the scope of the Capital Increase will grant their holders the same rights, benefits and restrictions attributed to the to the current holders of the Company's common shares, including full participation in any distributions of dividends, interest on equity (juros sobre capital próprio) and capital remuneration that may be declared by the Company after the ratification of the Capital Increase, as well as all other rights currently attributed to the Company's common shares, as provided for in the Company's Bylaws, the Brazilian Corporate Law and the Novo Mercado Regulation of B3.

   4. inform whether related parties, as defined by the accounting rules applicable to this matter, will subscribe for shares in the capital increase, specifying the respective amounts, when such amounts are already known:

      The Company's controlling shareholder group, reiterating its long-term commitment to the Company, has undertaken to fully exercise its preemptive rights, as well as to participate in the allocation of unsubscribed shares in the Capital Increase, so as to ensure the contribution of the Minimum Amount to the Company, being that Votorantim S.A. has, in this context, undertaken to subscribe for shares in an amount of up to R$1,000,000,000.00 (one billion reais), subject to the availability of unsubscribed shares.

   5. inform the issue price of the new shares:

      The issue price will be R$21.25 (twenty-one reais and twenty-five cents) per share. For

      information on the criteria adopted for its determination, please refer to item 4(VIII) below.

   6. inform the par value of the shares to be issued or, in the case of no-par value shares, the portion of the issue price that will be allocated to the capital reserve:

      Not applicable, as the Company's shares have no par value and the proceeds raised through the Capital Increase will be fully allocated to the Company's share capital account.

   7. provide the opinion of the Company's management on the effects of the capital increase, particularly with respect to the dilution resulting from the increase:

      Considering that the Capital Increase will be carried out through a private subscription, with due observance of the preemptive rights of the Company's existing shareholders, the Company's shareholders will have their respective equity interests diluted only if they fail to exercise, or partially exercise, their respective preemptive rights to subscribe for the new shares. Conversely, no dilution will occur if shareholders fully exercise their respective preemptive rights to subscribe for the new shares.

   8. inform the criteria used to calculate the issue price and provide a detailed justification of the economic aspects that determined its selection:

      The issue price will be R$21.25 (twenty-one reais and twenty-five cents) per share and was set in accordance with Article 170, paragraph 1, item III, of the Brazilian Corporate Law, taking into account the volume-weighted average trading price of the Company's shares over the last 30 trading sessions of B3 S.A. - Brasil, Bolsa, Balcão ("B3") held between December 17, 2025 and February 2, 2026, with a discount of 10.7% (ten point seven percent).

      Considering that Hypera is a publicly held company whose shares are traded on B3 and are included in the IBOVESPA index, management understands that the criterion based on the average market price weighted by trading volume best reflects, at this time, the value attributed by the market to the Company's shares. Management further believes that the adoption of this criterion, together with the application of a discount, is appropriate to encourage subscription to the Capital Increase and to maximize the Company's capital raising.

   9. if the issue price was set at a premium or a discount in relation to the market price, identify the reason for such premium or discount and explain how it was determined:

      As mentioned in item 4(VIII) above, the issue price per share was set based on the criterion set forth in Article 170, paragraph 1, item III, of the Brazilian Corporate Law, with the application of a discount of 10.7% (ten point seven percent). The discount was determined by management with the purpose of encouraging the subscription of the new shares by the Company's shareholders, in line with market practices in transactions of this nature.

   10. provide copies of all reports and studies that supported the determination of the issue price:

       No report or study was issued to support the determination of the issue price.

   11. inform the issue prices of shares in capital increases carried out over the past three (3) years:

       No capital increase through the issuance of new shares has been carried out in the past three years.

   12. present the percentage of potential dilution resulting from the issuance:

       The potential equity dilution resulting from the issuance of the shares, in the context of the Capital Increase, for shareholders who do not subscribe for any shares, will be (i) at least 7.9% (seven point nine percent) (including treasury shares), considering the subscription and payment of the shares comprised in the Minimum Amount; and (ii) at most 10.0% (ten percent) (including treasury shares), considering the full subscription and payment of the shares comprised in the Maximum Amount.

   13. inform the deadlines, conditions and manner for the subscription and payment of the shares to be issued:
       1. preemptive rights exercise period:

          Subject to the procedures established by the Bookkeeper and the Central Depository, shareholders recorded as holders of the Company's shares at the close of trading on B3 on February 6, 2026 (the "Cut-Off Date") will be entitled to subscribe for the new shares within the scope of the Capital Increase, at a ratio of 0.11152729 new share for each 1 (one) share held as of the Cut-Off Date. Any fractional entitlements will be disregarded and subsequently aggregated into whole shares and submitted to the allocation of unsubscribed shares procedure, as detailed further in this Shareholders' Notice.

          The Company's shares will be traded on an "ex-preemptive rights" basis as from February 9, 2026. The Company will disclose any change to the subscription ratio indicated above, should the number of treasury shares be changed between (i) the approval of this Capital

          Increase and (ii) the date on which the shares begin trading on an "ex-preemptive rights" basis.

          Holders of the Company's shares may exercise their respective preemptive rights to subscribe for the new shares during the period from February 9, 2026 (inclusive) through March 17, 2026 (inclusive), as set forth in item 4(XIV) below (the "Preemptive Rights Exercise Period").

       2. conditions and manner of payment:

          The shares subscribed as a result of the exercise of preemptive rights will be fully paid in cash, in Brazilian currency, within the Preemptive Rights Exercise Period, in accordance with the rules and procedures of Banco Bradesco S.A., in its capacity as the institution responsible for maintaining the bookkeeper of the Company (the "Bookkeeper"), and of B3's Central Securities Depository (the "Central Depository").

          Payment for the Unsubscribed Shares and Additional Unsubscribed Shares (as defined in item 4(XV) below) will also be made in cash, in Brazilian currency, in accordance with the rules, deadlines and procedures of the Bookkeeper and the Central Depository.

       3. subscription procedure:

          Holders of subscription rights held through the Central Depository who wish to subscribe for shares must do so through their respective custody agents and in accordance with the rules established by the Central Depository, within the Preemptive Rights Exercise Period.

          Holders of subscription rights maintained by the Bookkeeper who wish to subscribe for shares must, within the Preemptive Rights Exercise Period, appear at any branch of the Bookkeeper within Brazilian territory. The preemptive rights shall be effected through (i) execution of the subscription bulletin, in the form to be made available by the Bookkeeper, and (ii) submission of the documentation listed in item 4(XIII)(e) below.

          The same subscription procedure will also apply to shares subscribed within the scope of the allocation of Unsubscribed Shares and Additional Unsubscribed Shares, as described in item 4(XV) below.

       4. assignment of rights:

          Shareholders who choose not to exercise, in whole or in part, their respective preemptive rights to subscribe for shares in the context of the Capital Increase may, pursuant to Article 171, paragraph 6, of the Brazilian Corporate Law, trade or assign such rights to third parties, either on the exchange or through private transactions.

          The Company's shareholders who wish to trade or assign their preemptive subscription

          rights may do so within the Preemptive Rights Exercise Period and must act with sufficient advance notice to allow the assigned subscription rights to be exercised by the respective assignee within such period.

          In this case, shareholders must (i) consult the applicable procedures with their custody agents, if their shares are held through the Central Depository; or (ii) complete the specific form that will be available at any branch of the Bookkeeper, if their shares are maintained by the Bookkeeper, and submit the documentation required for their representation.

          Shareholders may also, if they so wish, assign their subscription rights to Unsubscribed Shares and Additional Unsubscribed Shares, subject to the procedures of the Bookkeeper and the Central Depository, as applicable.

       5. documentation for the exercise or assignment of subscription rights:

          Holders of subscription rights held through the Central Depository must exercise their subscription rights through their respective custody agents, in compliance with the deadlines established by B3 and the terms and conditions of this Shareholders' Notice. In this case, shareholders must also consult their respective custody agents regarding the documentation required for their representation.

          Holders of subscription rights maintained by the Bookkeeper who wish to exercise their preemptive rights or assign such rights directly through the Bookkeeper must submit the following documents:

          1. individuals: (a) identification document (RG or RNE); (b) proof of enrollment with the Individual Taxpayer Registry of the Ministry of Finance ("CPF/MF"); and (c) proof of residence; and

          2. legal entities: (a) original and copy of the bylaws and minutes of election of the current officers, or a certified copy of the consolidated articles of association or bylaws; (b) proof of enrollment with the National Registry of Legal Entities of the Ministry of Finance ("CNPJ/MF"); (c) certified copy of the corporate documents evidencing the powers of the signatory of the subscription bulletin; and

          (d) certified copy of the identification document, CPF/MF and proof of residence of the signatory(ies).

          In the event of representation by proxy, a public power of attorney granting specific powers must also be presented, together with the documents mentioned above, as applicable, for both the grantor and the proxy holder.

          Investors resident abroad may be required to present additional representation documents, pursuant to applicable legislation.

          In case of questions, shareholders may contact the Bookkeeper on business days, from 9:00 a.m. to 6:00 p.m., by calling 0800 701 1616.

          The execution of the subscription form shall constitute the subscriber's irrevocable and irreversible expression of intent to acquire the new subscribed shares, and the subscriber shall be bound to the Company to fully pay for the subscribed shares, in accordance with articles 106 and 107 of the Brazilian Corporate Law.

       6. subscription receipts:

          The subscription receipts relating to shares subscribed during the Preemptive Rights Exercise Period, through the Central Depository, will be available for trading by their respective subscribers on the first business day following the last day of the period for exercising preemptive rights. From such date until the date of ratification of the Capital Increase by the Board of Directors, such receipts may be traded on B3.

          The subscription receipts relating to shares subscribed during the Preemptive Rights Exercise Period, through the Bookkeeper, will be made available to subscribers immediately after execution of the subscription bulletin.

          The subscription receipts relating to shares subscribed during the Allocation Procedure (as detailed in item 4(XV) below) will be made available to subscribers on a date to be set forth in a new shareholders' notice to be disclosed in due course.

       7. crediting of shares:

          The issued shares will be credited to the respective subscribers' shareholding statements by no later than the third business day following the ratification, in whole or in part, of the Capital Increase by the Board of Directors.

   14. inform whether shareholders will have preemptive rights to subscribe for the newly issued shares and detail the terms and conditions to which such rights are subject:

       Pursuant to Article 171 of the Brazilian Corporate Law, the Company's shareholders may exercise their preemptive rights to subscribe for the shares issued within the scope of the Capital Increase during the Preemptive Rights Exercise Period, that is, from February 9, 2026 (inclusive) to March 17, 2026 (inclusive).

       Shareholders who choose not to exercise, in whole or in part, their respective preemptive rights to subscribe for shares in the context of the Capital Increase may assign such rights, pursuant to Article 171, paragraph 6, of the Brazilian Corporate Law, in accordance with the guidance set forth in item XIII(d) above.

   15. inform management's proposal for the treatment of any unsubscribed shares:

       Shareholders or assignees of preemptive rights must indicate their interest in reserving any unsubscribed shares in the subscription bulletin executed during the Preemptive Rights Exercise Period.

       Upon the expiration of the Preemptive Rights Exercise Period, any shares not subscribed during such period (the "Unsubscribed Shares") will be allocated among the shareholders or assignees of preemptive rights who timely expressed interest in such allocation (the "Allocation Procedure").

       In the Allocation Procedure, the proportional percentage for the exercise of the right to subscribe for Unsubscribed Shares will be obtained by (i) dividing the total number of shares not subscribed during the Preemptive Rights Exercise Period by the total number of shares subscribed by subscribers who expressed interest in the Unsubscribed Shares, and (ii) multiplying the resulting quotient by 100 (one hundred). Any fractional amounts will be disregarded and aggregated into whole shares, which will also be subject to the Allocation Procedure.

       The number of Unsubscribed Shares available, as well as the procedures applicable to the subscription and payment of the shares allocated in the Allocation Procedure, will be detailed in a shareholders' notice to be disclosed by the Company in due course, after the end of the Preemptive Rights Exercise Period. Notwithstanding the foregoing, the Company hereby clarifies that (i) the period for subscription of the Unsubscribed Shares will be five (5) business days, counted from the publication of such shareholders' notice; and (ii) payment for the Unsubscribed Shares will be made in cash, in Brazilian currency.

       At the time of subscription of the Unsubscribed Shares to which it is entitled, the subscriber may request an additional number of unsubscribed shares, subject to the availability (the "Additional Unsubscribed Shares"). Accordingly, the number of shares subscribed for during the subscription period for Unsubscribed Shares and Additional Unsubscribed Shares may exceed the number of Unsubscribed Shares to which each subscriber is entitled based on the proportional percentage described above, up to the limit of available Unsubscribed Shares.

       Requests for subscription of Additional Unsubscribed Shares will be satisfied only if, after the proportional subscription of Unsubscribed Shares, unsubscribed shares remain available, which will be allocated solely among subscribers who opted to acquire Additional Unsubscribed Shares. No new period will be opened for subscribers to express interest in this regard, and it is understood that: (i) if the maximum number of Additional Unsubscribed Shares requested by the subscriber is equal to the number of shares to which the subscriber is entitled, the subscriber will be allocated exactly the number of Additional

       Unsubscribed Shares requested; (ii) if the maximum number of Additional Unsubscribed Shares requested by the subscriber exceeds the number of shares to which the subscriber is entitled, the subscriber will be allocated only the number of Additional Unsubscribed Shares to which it is entitled; and (iii) if the maximum number of Additional Unsubscribed Shares requested by the subscriber is lower than the number of Additional Unsubscribed Shares to which the subscriber is entitled, the subscriber will be allocated exactly the number of Additional Unsubscribed Shares requested at the time of subscription.

       Once the Allocation Procedure has been completed, and in light of the possibility of partial ratification of the Capital Increase, provided that the Minimum Amount is reached, as set forth in item (XVI) below, the Board of Directors will meet to ratify, in whole or in part, the Capital Increase in the amount of the shares effectively subscribed and paid in.

   16. describe, in detail, the procedures that will be adopted in the event of a partial ratification of the capital increase:

       In view of the possibility that subscriptions may reach only the Minimum Amount and, consequently, that the Capital Increase may be partially ratified, subscribers may, at the time of exercising their subscription rights, condition their investment decision:

       1. on the subscription of the maximum number of shares comprising the Capital Increase, as indicated in item II of this Shareholders' Notice; or

       2. on the subscription of a specified minimum number of shares comprising the Capital Increase, provided that such number is not lower than the minimum number of shares indicated in item II of this Shareholders' Notice, and, in this latter case, the subscriber must indicate whether it wishes to receive (i) all of the subscribed shares; or (ii) a number of shares equivalent to the proportion between the number of shares to be effectively issued and the maximum number of shares of the Capital Increase, as indicated in item II of this Shareholders' Notice. In the absence of such indication, the subscriber will be deemed to have elected to receive all of the subscribed shares.

       A subscriber whose subscription condition set forth in the respective subscription bulletin is not satisfied will have the amount paid in by such subscriber refunded, without interest or monetary adjustment, without reimbursement and with the deduction, if applicable, of amounts relating to applicable taxes, after the partial ratification of the Capital Increase, in accordance with the procedures of the Bookkeeper and the Central Depository. The amount to be refunded will correspond to the difference between the total amount paid by the subscriber and the amount relating to the shares to be allocated to the subscriber

       pursuant to the option selected.

       Subscription receipts may not be traded by subscribers who have exercised conditional subscriptions of shares (i.e., any option other than the receipt of all subscribed shares, as described in the items above) until the Capital Increase is ratified.

       Considering the possibility of conditional subscription described above, no reconsideration period will be granted for the subscription decision in the event of partial ratification of the Capital Increase.

   17. if the issue price of the shares may be paid, in whole or in part, in kind: (i) provide a complete description of the assets to be accepted; (ii) clarify the relationship between such assets and the Company's corporate purpose; and (iii) provide a copy of the appraisal report of the assets, if available:

       Not applicable.

5. In the event of a capital increase through the capitalization of profits or reserves, the issuer must: (i) inform whether it will result in a change in the par value of the shares, if any, or in the distribution of new shares to shareholders; (ii) inform whether the capitalization of profits or reserves will be effected with or without a change in the number of shares, in the case of companies with no-par value shares; (iii) in the event of the distribution of new shares: (iii.a) inform the number of shares issued of each type and class; (iii.b) inform the percentage of shares to be received by shareholders; (iii.c) describe the rights, benefits and restrictions attributed to the shares to be issued; (iii.d) inform the acquisition cost, in reais per share, to be attributed so that shareholders may comply with Article 10 of Law No. 9,249, of December 26, 1995; and (iii.e) inform the treatment of fractional shares, if applicable; (iv) inform the period provided for in paragraph 3 of Article 169 of Law No. 6,404, of 1976; and (v) inform and provide the information and documents set forth in Article 2 above, when applicable.

   Not applicable.

6. In the event of a capital increase through the conversion of debentures or other debt securities into shares, or through the exercise of subscription warrants, the issuer must: (i) inform the number of shares issued of each type and class; and

Not applicable.

São Paulo, February 3, 2026.

Ramon Sanches Frutuoso Silva

Chief Financial and Investor Relations Officer