The Company grants to its eligible employees, restricted stocks, ruled by plans approved at the General Shareholder’s Meeting, with the purpose of: (i) stimulating the expansion, success and achievement of the Company’s social objectives; (ii) aligning the interests of the Company’s shareholders with those of the eligible employees; and (iii) enabling the Company and its subsidiaries to attract and retain the employees. The limit of grants is 2.5% of the common, registered, book-entry shares with no par value, representative of the Company’s total capital stock.

Annually, or whenever it deems appropriate, the Board of Directors approves the grant of restricted stocks, electing the beneficiaries in favor of which the Company will transfer the restricted stocks, establishing the terms, quantities and conditions of acquisition of rights related to restricted stocks.

The vesting is conditional to the: (i) continuity of the employment relationship with the Company for three years after the grant date; (ii) achievement of a minimum shareholder return defined by the Board of Directors in the granting agreements and measured at the end of the vesting period; or (iii) any other conditions determined by the Board of Directors in each grant.

The breakdown of the outstanding shares granted is set forth as follows:

The roll-forward of the granted options and shares for the year ended on December 31, 2024, is presented as follows:

The Company has registered under shareholders’ equity, the fair value of share-based compensation plans in the amount of R$131,872 (R$203,374 as of December 31, 2023) and in the amount of R$47,301 under non-current liabilities (R$19,821 of December 31, 2023). In the statement of income for the year ended as on December 31, 2024, the amount recognized as expense was R$122,726 (R$38,499 for the year ended December 31, 2023).

Share-based payment