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 provided for in the Bylaws, the Board of Directors of Brasil Brokers is composed of at least five and at most seven effective members, and there may be alternate members, as resolved at the General Meeting, with a term of two years, provided that at least 2 (two) members or 20% (twenty percent) must be Independent Directors.

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.

Name Office Election Date End of Term
Alexander Maria Kloosterman Board member September 22, 2021 *2021 AGM

Mr. Alexander has extensive experience as a senior executive in large companies, with a focus on financial institutions, working in several countries including Brazil in 1992, having on this occasion held the position of President of Banco Holandes Unidos SA. Currently, as one of his attributions, he has held the position of Investment Director at Cerberus Global Investments since February 2020. He holds a Master Degree of Law with a specialization in Civil Law in the Netherlands, in addition to other certificates and specializations.

Francisco Roman Lamas Mendez Villamil Chairman of the Board of Directors April 30, 2020 *2021 AGM

Sr. Francisco Roman Lamas Mendez Villamil started his career at the Barclays Bank, in Madrid, further working at Lek Partnership, in London and Milan. He was an Executive Officer and partner of the consulting firm McKinsey & Company for approximately 11 years, having acted in projects in the retail, media, IT, telecommunications and finances segments. He also worked at Agrolimen, in Madrid, until he became Senior Advisor at Cerberus Capital in 2013. Since then, he has been CEO at Haya Real Estate, in Spain, Executive Officer at Home Decor, in the United Kingdom, and CRO at AVON Brasil. He earned a degree in Business Administration from ICADE Madrid, and an MBA from the INSEAD Business School in 1995.

Juliana Cristina Elias Araujo Independent Board member August 19, 2021 *2021 AGM

Ms. Juliana Araujo is Chief Compliance Officer at Crypto.com and has extensive experience leading legal, compliance and corporate risk management programs at international financial services companies. Ms. Juliana has a law degree from Universidade Presbiteriana Mackenzie, a Master’s Degree in International Economic Relations from the Pontifical Catholic University of São Paulo and a postgraduate degree in Business Administration from Fundação Getúlio Vargas.

Monica Encarnacion Vidal Sanz Independent Board member August 19, 2021 *2021 AGM

Ms. Monica Sanz is Co-founder and Managing Director at Lattice Capital Partners, company specializing in venture capital investments. Before founding Lattice Capital Partners has worked in companies such as MVS Global Consulting Services, Arcano USA, Andino Capital and JP Morgan. She holds a bachelor‘s degree in economics and administration from Companies by the Colegio Universitario de Estudios Financieros de Madrid, owning Investment Management Program at the London Business School and Executive program in Social Entrepreneurship at Stanford Business School. Still participating in several Advice such as Independent Board Member, Member of the Board of Advisors,Member of the Board of Trustees, Member of the Board of Directors.

Sam Edward Abraham Bandel Board member April 30, 2020 *2021 AGM

Mr. Sam Edward Abraham Bandel has been the Senior Vice President of Cerberus Capital Management since January 2020. Prior to that, he worked at Arias Resource Capital Management, Hudson Clean Energy Partners and J.P. Morgan Securities. He earned an undergraduate degree in Computing Engineering from the University of Pennsylvania, and an MBA in Finances and Entrepreneurship from The Wharton School, University of Pennsylvania.

*until the Annual General Meeting that resolves on the accounts for the fiscal year 2021

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.

Name Office Election Date End of Term
Andrea de Rizzio IRO and CFO July 1st,,2020 December 31, 2021*

Ms. Andrea de Rizzio was CFO, Statutory Officer, Chief Controllership Officer, Financial Planning Manager and Controllership Manager. She has experience in service providing companies, industry, startups, and companies under financial and corporate restructuring processes. She was responsible for areas such as financial planning, treasury, accounting, tax, CAPEX, OPEX, payroll, IT and procurement. Capital restructuring, debt renegotiation, support to business areas focusing on results, participation in the merger of new companies, tax planning, implementation of systems and participation in Project Finance. Tax optimization, reorganization of financial processes aiming at quality and gains in SG&A. Focus on the optimization of the Company’s results. Active participation in the Board of Directors, member of the Ethics Committee, Fiscal Council and Executive Committee.

Daniel Abramant Guerbatin CEO and COO August 27,2020 December 31, 2021*

Mr. Guerbatin is a production engineer with an MBA in Real Estate Business Management from FGV-Rio, in addition to complementary specializations related to the New Economy and Corporate Governance. With an entrepreneurial profile and the ability to identify and develop new businesses, Mr. Guerbatin has 20 years of experience in the corporate market, the last 10 years of which have been dedicated exclusively to the real estate market, with professional experience at Shell, Desideratum, Even and Calçada.

*until the first Board of Directors meeting that will be placed after the Annual General Meeting that resolves on the accounts for the fiscal year 2021

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.

Last update: November 23, 2021