Management & Board of Directors

Board of Directors

Brasil Brokers’ board of directors is its collective decision-making body responsible for setting its general business policies, including its long-term strategy. It is also responsible for appointing and supervising the Company’s executive officers and their management.

As set forth in the by-laws, Brasil Brokers’ Board of Directors is composed of at least five and at most six directors, as well as a number of replacements to be determined by the general meeting, but not to exceed the number of elected directors, linked or not to specific sitting directors, elected by the general meeting and who may be removed by this same body at any time. The terms of directors are unified and limited to two years.

Meetings of the Board of Directors are constituted by the presence of a majority of its members and its resolutions are made by the majority of the members present, with the Chairman of the Board casting, in addition to his personal vote, the tie-breaking vote. These meetings occur whenever they are called by the Chairman of the Board or by a majority of its members, through written notice at least three days in advance, except in emergency cases when this period may be reduced.

Members of the Board of Directors Position Date of Election Term
Sidney Victor da Costa Breyer Member 04/30/2018 Annual Shareholders´ General Meeting in 2020

Born on November 18, 1969, Sidney Victor da Costa Breyer holds a degree in Aeronautical Mechanical Engineering from the Technological Institute of Aeronautics (ITA), with specialization courses at COPPEAD/UFRJ (IT Business Management), IBMEC (Strategy Management), Harvard Business School (OPM), Fundação Dom Cabral (Leadership Development), London Business School (Proteus), Insead (AVIRA, IMD-OWP), Columbia Business School (Value Investing - Personal Leadership) and Oxford Said Business School (Strategic Leadership). Between 1999 and 2001 he served as a Professor of Online Marketing at Fundação Getulio Vargas - RJ. He was the founder of Elefante Internet S.A., Aceleradora.Com, E-Consult, Ability Comunicação e Tecnologia Ltda. and Alog Data Centers do Brasil. He serves on the Board of Directors of Mandic Clous Solutions (Chairman of the Board), Gera Ventura Capital and EAC German School of Rio de Janeiro. He has stated, for all legal purposes, that over the last five years, he has not be subject to the effects of any criminal convictions, other convictions or penalties in administrative processes before the CVM, nor any unappealable legal or administrative conviction that would suspend or prevent the practice of any professional or commercial activity.

Guilherme Mexias Aché Member 04/30/2018 Annual Shareholders´ General Meeting in 2020

Between 1993 and 1998, Guilherme Aché was head of Banco Pactual’s company analysis area, where he started working in 1991 as company analyst. He was one of the founding partners and executive officers of JGP Gestão de Recursos, and, between 1998 and 2007, he was the portfolio manager responsible for equity investments, both in Brazil and in other emerging markets. In 2007, Guilherme Aché founded Squadra Investimentos - Gestão de Recursos S.A., and, since then, he has been CEO and co-CIO of the company. Since 2013, Guilherme Aché has been a Board member of Grupo Imaginarium. Regarding publicly-held companies, he is a Board member of Equatorial Energia S.A. Mr. Aché has stated, for all legal purposes, that in the past five years he was not subject to any criminal conviction, to any CVM administrative conviction or penalties, or to any final and unappealable convictions, in the judicial or administrative level, which has either suspended or prohibited him to practice any professional or commercial activity.

Claudio Kawa Hermolin CEO and Member 04/30/2020 Annual Shareholders´ General Meeting in 2020

Mr. Claudio Hermolin took over as CEO of Brasil Brokers Participações S.A. on December 6, 2016. Mr. Claudio Hermolin has an executive career built by working in large companies in the segments of construction, development and distribution of electric power, such as Calçada Incorporadora e Construtora, PDG Realty, Even, CEMAR and Agenco. Mr. Claudio Hermolin has a degree in civil engineering from PUC-RJ, with post-graduations and extension courses from FGV and PUCRJ. Mr. Claudio Hermolin, Chief Executive Officer, stated, for all legal purposes, that, in the last five years, has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative lawsuits of CVM nor any final judicial or administrative conviction, which resulted in the suspension or disqualification for the practice of any professional or commercial activity.

Luis Henrique de Moura Gonçalves Member 04/30/2018 Annual Shareholders´ General Meeting in 2020

Born on November 6, 1969, Luis Henrique de Moura Gonçalves was the partner responsible for equity investments at 3G Capital in New York from 2005 to 2011. He managed the international equity portfolio and was the head of the analysis area at JGP S.A from 1998 to 2004. From 1994 to 1998, he was a corporate finance analyst and manager of Brazilian shares at Banco Pactual. He began his career as an international trainee and corporate finance analyst at Citibank NA from 1990 to 1994. Luis Henrique de Moura Gonçalves holds a degree in Business Administration from PUC-Rio, with a specialization in Corporate Finance from IBMEC and in Mergers & Acquisitions from the Wharton School of Business. He is currently a partner and advisor at Imaginarium, as well as a member of the Board of Directors at Gera Venture and Soma Educação. He has stated, for all legal purposes, that over the last five years, he has not be subject to the effects of any criminal convictions, other convictions or penalties in administrative processes before the CVM, nor any unappealable legal or administrative conviction that would suspend or prevent the practice of any professional or commercial activity.

Eduardo de Castro Magalhães Marques Member 04/30/2018 Annual Shareholders´ General Meeting in 2020

Mr. Marques is a partner at Valiant Capital Management LP. Aditionally, he is a Board Member for Epharma PBM do Brasil S.A., company which does not belong to Brasil Brokers‘ economic group. He has stated, for all legal purposes, that over the last five years, he has not be subject to the effects of any criminal convictions, other convictions or penalties in administrative processes before the CVM, nor any unappealable legal or administrative conviction that would suspend or prevent the practice of any professional or commercial activity.

Executive Board

According to Brasil Brokers‘ By-Laws, the Board is composed of three directors, shareholders or not, resident in Brazil: one Chief Executive Officer, one Chief Financial, Control and Investor Relations Officer and one Chief Operating Officer, all elected by the Board of Directors, with two years terms and may be reelected and dismissed at any time by the Board of Directors."

In accordance with the Regulations of the Novo Mercado listing segment, all the executive officers of Brasil Brokers must sign the Managers’ Consent as a condition for joining the Company’s Executive Board. By signing this consent, the executive officers assume personal responsibility for adherence to the Novo Mercado Participation Contract, the Novo Mercado Arbitration Panel Regulations and the Regulations of the Novo Mercado.

Executive Officers Position Date of Election Term
Claudio Hermolin CEO and IRO 05/30/2018 Annual Shareholders´ General Meeting in 2020

Mr. Claudio Hermolin took over as CEO of Brasil Brokers Participações S.A. on December 06, 2016. Mr. Claudio Hermolin has an executive career built by working in large companies in the segments of construction, development and distribution of electric power, such as Calçada Incorporadora e Construtora, PDG Realty, Even, CEMAR and Agenco. Mr. Claudio Hermolin has a degree in civil engineering from PUC-RJ, with post-graduations and extension courses from FGV and PUCRJ. Mr. Claudio Hermolin, Chief Executive Officer, stated, for all legal purposes, that, in the last five years, has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative lawsuits of CVM nor any final judicial or administrative conviction, which has resulted in the suspension or disqualification for the practice of any professional or commercial activity./p>

Hebert Ferreira Braz Junior Chief Operations Officer 05/30/2018 Annual Shareholders´ General Meeting in 2020

Mr. Hebert Braz took office as the COO of Brasil Brokers, as an Executive Officer, on May 30, 2018. He holds a degree in Civil Engineering from PUC/RJ and an MBA in Corporate Finance from IAG-PUC/RJ. Mr. Braz has over 20 years of experience in the real estate market, having worked in some of the main companies in the sector, such as Gafisa, Cyrela, CHL and PDG Realty.

Fiscal Council

According to the Brazilian Corporate Law, the fiscal council is an organ that is independent of the Company management and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent, it shall be installed by the request of shareholders representing at least 2% of the voting shares and each of its terms will end at the first general shareholders’ meeting following its formation.

The main responsibilities of the fiscal council are to audit the activities of Brasil Brokers management, review the Company’s financial statements and report its conclusions to the Company’s shareholders. The Brazilian Corporate Law requires that the fiscal council members receive remuneration not less than 10% of the average remuneration of the board of directors. The Brazilian Corporate Law also requires that Fiscal Councils be comprised of at least three and at most five members and their respective substitutes.

The Brasil Brokers‘ By-Laws provide for a non-permanent Fiscal Council, with installation and responsibilities according to Law 6,404/76, being composed of 3 (three) members, shareholders or not, elected by the General Meeting that requested its operation. Currently, Brasil Brokers has no installed Fiscal Council.