Fato relevante – RUMO S.A.

Evandro Garcia

Entidades do setor produtivo divergem sobre corte na taxa de juros
Empresa: RUMO S.A.
Data: 09/11/2023 20:12:55

RUMO S.A.
CNPJ/MF No. 02.387.241/0001 -60
NIRE 41.300.019.886
Public ly Held Company
Category A

MATERIAL FACT
Rumo S.A. (B3: RAIL3) (” Rumo ” or ” Company “), in compliance with the provisions of CVM
Resolution No. 44 of August 23, 2021 (” CVM Resolution 44/2021 “), CVM Resolution No. 77, of
March 29, 2022 (” CVM Resolution 77/2022 “), Resolution No. 80 of March 29, 2022, as amended
(“CVM Resolution 80/2022 “) and Law No. 6,404 of December 15, 1976 (” Corporations Law “),
hereby informs the market in general that, on this date, the Company’s Board of Directors
approved the creation of a new Share Buyback Plan of the Company (” Buyback Program “), to be
effective until May 10, 2025, under the terms described below:

Purpose of the Buyback Program: Acquisition of shares to be held in treasury, canceled,
or sold.
Buyback Program Term : 18 months, i.e., May 10, 2025.
Maximum number of shares that
can be repurchased under the
Buyback Program: 4,461,504 shares, representing approximately 0.83%
of the Company’s capital stock .
Free float on this date: 1,219,547,408 shares . As per article 67 of CVM
Resolution No. 80/22, free float is understood as the
total issued shares, excluding those held by the
controlling shareholder, related parties, managers,
and treasury shares.
Company’s Profit Reserves (Profit
Retention + Statutory Reserve) on
09/30/2023: R$ 2,599,436,320.93
Broker age houses : Itaú CV S/A, CNPJ 61.194.353/0001 -64
BTG Pactual Financial Services S.A., CNPJ
59.281.253/0001 -23

Further information on the Buyback Program is included in Appendix I hereof , in compliance
with Appendix G of CVM Resolution 80/2022.

Curitiba, 9th November, 2023.

Rafael Bergman
Chief Financial and Investor Relations Officer

Appendix I

Appendix G of CVM Resolution No. 80/2022

Trading in Own Shares

1. Justify in detail the purpose and the expected economic effects from the transaction

The Buyback Program aims at the Company acquiring its own shares to be held in treasury,
canceled or sold, or subsequently sold in the market. The shares bought back and held in
treasury may, at the Company management’s discretion, be used to fulfill its o bligations
stemming from stock option plans referring to the retention of executives, as approved by
shareholders in General Meeting and by the Board of Directors.
2. Report the number of (i) free float and (ii) those held in treasur y.

A The Company has 1,219,547,408 shares in free float , and 910,479 shares held in
treasury as of this date.
According to article 67 of CVM Resolution No. 80/22, free float shares are
understood to be the total issued shares, excluding those owned by the controlling
shareholder, persons related to them, the administrators, and the shares
held in treasury .

3. Report the number of shares that can be acquired or disposed of.

In this Buyback Program, up to 4,461,504 common shares, representing 0.24% of
the total number of shares issued by the Company .

4. Describe the main characteristics of the derivative instruments to be used by the
company, if any.

No derivative instruments will be used in this Buyback Program .

5. Describe, if any, any existing agreements or voting guidance between the company and the
counterparty of transactions .

Not applicable. The Company will buy back shares on the stock exchange, it is neither aware
who will be the counterparties in transactions, nor has nor will have an agreement or voting
guidance with these counterparties.
6. In the event of transactions carried out outside organized securities markets, please provide
the following information:

a. The maximum (minimum) price at which the shares will be acquired (sold); and
b. If applicable, the reasons to justify the transaction at prices 10% higher, in the case of
acquisition, or 10% lower, in the case of sale, than the average quote, weighted by volume, in
ten (10) previous trading sessions

Not applicable, as all transactions will take place on the stock exchan ge and
at market price .

7. Inform, i f any, the impacts of the transaction on the Company’s controlling interest or
administrative structure.

No significant alterations will occur in the Company’s controlling interest and its
administrative structure.

8. Identify the counterparties, if known, and, in the case of a party related to the company, as
defined by the accounting standards ruling this matter , also provide the information required
by article 9 of CVM Resolution No. 81, of March 29, 2022.

All transactions will take place on the stock exchange and at market price.
Therefore, the Company does not have knowledge of who the counterparties of
the buyback transactions . Additionally, the Company clarifies that it will not
conduct transactions with related parties.

9. Indicate the allocation of funds, if applicable .

The acquired shares will be held in treasury to support the Share -Based
Compensation Plan and the Stock Option Plan, or can be sold and/or canceled. Any
financial resources eventually raised with the sale will be maintained in the
Company’s cash reserves.

10. Indicate the maximum term for sett lement of authorized transactions .

The maximum term for acquisitions is 18 months, commencing on November 10,
2023, and expiring on May 10, 2025.

The Company’s management will assess the best timing for the buyback of shares,
considering macroeconomic and strategic conditions.

11. Identify the intermediaries t o act, if any.

The intermediary institutions will be:

Itaú CV S/A, CNPJ 61.194.353/0001 -64
BTG Pactual Serviços Financeiros S.A., CNPJ 59.281.253/0001 -23
12. Specify the available resources to be used, in accordance with article 8, paragraph 1, of
CVM Resolution No. 77, dated March 29, 2022.

The transactions executed under the Share Buyback Program will be supported by
the total amount of the Company’s Capital Reserve, which does not present any of
the reserves specified in article 8, paragraph 1, of CVM Resolution 77/2022. The
balance of the Capital Reserve account i s BRL 2,125,282,962.21 and the Retained
Earnings account is BRL 474,153,358.72, according to the Company’s Financial
Statements dated September 30, 2023, which total BRL 2,599,436,320.93.

13. Specify the reasons by which members of the board of directors feel comfortable that the
share buyback will neither compromise the fulfillment of the obligations assumed with
creditors , nor the payment of mandatory, fixed, or minimum dividends.

The Board of Directors of the Company believes that the execution of this Share
Buyback Program will neither affect the ability to meet the obligations assumed
with the Company’s creditors, nor the payment of mandatory minimum dividends.
The Company has a comfortable liquidity position and a controlled level of leverage,
which would support the execution of the Buyback Plan.

* * *

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