Sendas Distribuidora (ASAI3) Status Update summary

Shareholder Engagement and Board Structure

• Engagement with shareholders increased to 57% of the base over recent cycles, with four engagement cycles conducted from Jan 2023 to Mar 2025, influencing governance enhancements.

• Board size reduced from nine to seven members for greater efficiency, reflecting shareholder input.

• Board renewal includes formal election of Müssnich as Vice President and addition of Miguel, with new members bringing expertise in strategy, finance, governance, digital transformation, and retail.

• Committee structures are expected to remain largely unchanged.

• Shareholder feedback directly influenced board composition and governance improvements.

Governance and Compensation Updates

• Governance and Sustainability Committee conducted a comprehensive board assessment with external consultants, focusing on skills, independence, and committee performance, resulting in positive feedback and recommendations.

• Compensation for 2025 is proposed below 2024 levels, with 2024 actuals also below approved amounts; board and Fiscal Council compensation is exclusively fixed.

• Board compensation has been reduced to one-third of previous periods, with variable compensation removed.

• Executive compensation emphasizes retention, long-term incentives, and alignment with shareholders, including expanded long-term incentives and variable pay.

• The Executive Partner Program, a one-time grant, aims to retain key executives with a 10-year cycle, combining restricted and performance shares, capped at 2% of shares.

Bylaws and Poison Pill Modifications

• Proposed bylaw changes include new triggers and exceptions for the poison pill, covering reorganizations, business combinations, and share incorporations, addressing shareholder requests.

• Additional bylaw updates address complementary activities, board size reduction, and efficiency improvements, incorporating IBGC recommendations and updating language for governance improvements.