Sigma Lithium Corp

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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The yearly report of certain Canadian companies, filed under a joint US and Canadian system. It is the main yearly account these companies give US investors, largely as filed in Canada.

FY2024 · Filed Mar 31, 2025

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Contents

EX-99.2 · Governance Programs Updates

Governance Programs Updates

■	Sigma approved a new version of the Company’s Code of Ethics in Portuguese on March 18, 2024. This updated Code of Ethics was disseminated to all employees. Sigma is committed to operating with integrity and is strengthening its Code of Ethics across all levels and jurisdictions, as part of efforts to foster a culture of controls and compliance.

SIGMA LITHIUM CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

■	The Company also approved a supplier’s code of ethics on March 18, 2024, establishing rules for the relationship of the suppliers with our employers, authorities, and communities. All suppliers that enter into an agreement with Sigma Brazil are bound to comply with such code.

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On July 9, 2024, Sigma held its ASM where the shareholders of the Company approved the reappointment of Bechara S. Azar and Alexandre Rodrigues Cabral as Independent Directors, as well as the reappointment of Ana Cabral-Gardner and Marcelo Paiva as Directors. Mr. Eugênio de Zagottis was appointed as a new Independent Director. The previous independent Directors of the Company, Cesar Chicayban and Lucas Melo, did not stand for reelection to the Board.

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Mr. Eugênio de Zagottis, the new Independent Director of the Company, brings extensive experience in strategic and financial leadership. With a strong background at Raia Drogasil Saúde, Mr. De Zagottis led key initiatives as Executive Vice President responsible for Investor Relations, Corporate Planning, and Business Development, in addition to overseeing RD Ventures and RD Brands. His expertise includes leadership in corporate finance, business development, corporate venture capital, and mergers and acquisitions, making him a valuable asset to our Board. In addition to his experience at Raia Drogasil Saúde, Mr. De Zagottis has served on several prominent boards, including Abrafarma, Stix, 4Bio, and Petlove, where he has significantly contributed to growth and innovation. His role as an independent board member at Petlove highlights his ability to bring an unbiased and strategic perspective, essential for effective governance and decision-making on our board. Mr. De Zagottis also holds an MBA from the University of Michigan, focusing on strategy, finance, and marketing, complementing his solid professional background. His professional journey, which includes tenures at McKinsey and Arthur Andersen, demonstrates his ability to lead significant strategic moves, such as private equity fundraising, IPOs, and mergers. With Mr. De Zagottis' addition to our board, we expect to further strengthen our corporate strategy and accelerate our growth in the market.

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On March 13, 2025, Mr. Bechara Azar resigned to his position on the Board for personal reasons. On the same date, Mr. Junaid Jafar joined the Board. Mr. Jafar is currently the Chief Investment Officer at Al Muhaidib Investment Office, and has a professional expertise which spans direct investments across private equity, private credit globally and throughout the Middle East. Mr. Jafar has nearly 30 years in investment management, and has previously worked at J.P. Morgan, Fitch Ratings and Janus Henderson in London, as well as at Emerging Markets Partnership and Tadhamon Capital in Bahrain. He is a fellow of the Institute of Chartered Accountants England & Wales (ICAEW) and holds a bachelor’s degree in economics and political science from Middlebury College in Vermont, USA. Mr. Jafar has extensive board experience in both large industrial companies, as well as venture capital, and shall bring valuable perspectives and strategic insights, which will significantly contribute to the Board’s effectiveness in the execution of our growth strategy to supply into the continuous increase of lithium demand.

■	The current composition of the Company’s internal committees is as follows:

●	Audit, Finance and Risk Committee (formerly named Audit Committee): comprised of Eugênio de Zagottis (Chairperson), Alexandre Rodrigues Cabral and Junaid Jafar, so as to be comprised entirely of Independent Directors.

●	People & Governance Committee (formerly named Corporate Governance, Nomination and Compensation Committee): comprised of Marcelo Paiva (Chairperson), Eugênio de Zagottis and Junaid Jafar.

●	ESG Committee: comprised of Alexandre Rodrigues Cabral (Chairperson), Ana Cristina Cabral, and Maria José Gazzi Salum.

●	Technical Committee: comprised of Alexandre Rodrigues Cabral (Co-Chairperson), Vicente Lobo (Co-Chairperson), Ana Cristina Cabral and Marcelo Paiva.

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Rogério Marchini Santos was hired on August 12, 2024, and was promoted to the role of CFO on September 16, 2024. Mr. Marchini is a prominent executive in Brazil, with a deep experience of more than 24 years in finance. For the last seven years Mr. Marchini was the CFO of Origo, a private equity portfolio company of TPG International in the energy transition space, leading a 40-person team through business transformation from start-up to final monetization. Mr. Marchini also served as Director of Finance at Embraer where he worked for 13 years (the leading regional aircraft manufacturer and exporter).

SIGMA LITHIUM CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED DECEMBER 31, 2024

(Expressed in thousands of Canadian dollars, except per share amounts or unless stated otherwise)

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