Councils, Board and Committees

BOARD OF DIRECTORS

As provided for in the Company’s Bylaws, the Board of Directors is composed of at least 5 (five) and at most 7 (seven) members, and the Annual Shareholders’ Meeting is responsible for establishing the number of members of the Board of Directors (observed the minimum and maximum numbers provided above) for each term of office.

The Company’s Bylaws require that at least 2 (two) members or 20% (twenty percent) of the members of the Board of Directors be independent members, as defined in the Novo Mercado Regulations, being also considered as independent the member elected by means of the faculty provided for in art. 141, paragraphs 4 and 5 of Law 6,404/76.

The term of office of the directors is unified, and its term is 2 (two) years, except in the event of vacancy of positions, in which, in the absence of an alternate, the Board of Directors will elect as many substitute directors as there are vacant positions, and the elected substitute directors will have their term of office ended at the next Annual General Meeting held.

The Chairman of the Board of Directors is elected by the majority of votes of the members of the Board of Directors, at the first meeting after the inauguration of the Board members

In addition to the duties established by the Bylaws, the Company’s Board of Directors has its operating rules defined in its Internal Regulations, approved on April 29, 2021, according to which the Board’s mission is to protect and enhance the Company’s assets, and must develop their functions in order to provide value creation for all shareholders, in addition to ensuring the Company’s social interest and compliance with its Bylaws.

Name Office Election Date End of Term
 Francisco Roman Lamas Mendez Villamil Chairman of the Board April 29, 2022 2024 AGM*

Mr. 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 handled in projects in the retail, media, IT, telecommunications and finances segments. He also worked at Agrolimen, in Madrid, until 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 has a degree in Business Administration from ICADE Madrid, and an MBA from the INSEAD Business School in 1995.

 Alexander Maria Kloosterman Board member April 29, 2022 2024 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 holds 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.

 Sam Edward Abraham Bandel Board member April 29, 2022 2024 AGM*

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

 Juliana Cristina Elias Araujo Independent Board member April 29, 2022 2024 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. She has a law degree from Universidade Presbiteriana Mackenzie and a Master’s Degree in International Economic Relations from the Pontifícia Universidade Católica of São Paulo and a postgraduate degree in Business Administration from Fundação Getúlio Vargas.

Monica Vidal Sanz Independent Board member April 29, 2022 2024 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 business administration from the Colegio Universitario de Estudios Financieros of 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.

*Annual General Meeting that will resolves on the accounts for the 2023 fiscal year

EXECUTIVE BOARD

According to Nexpe’ Bylaws, the Board of Executive Officers will be composed of 1 (one) or more members, elected and removed at any time by the Board of Directors, one being mandatorily designated as Chief Executive Officer and the others will have their designations and duties in accordance with established by the Board of Directors, with the exception of the duties of the Chief Executive Officer that were defined in paragraph 5 of article 15 of the Bylaws. The members of the Board of Executive Officers will have a term of office of 2 (two) years, reelection being permitted.

The Chief Executive Officer is responsible for: (a) submitting the annual work plans and budget, investment plans and new expansion programs of the Company and its subsidiaries for approval by the Board of Directors, promoting their execution under the approved terms; (b) formulate the Company’s operating strategies and guidelines, as well as establish the criteria for carrying out the resolutions of the General Meeting and the Board of Directors, with the participation of the other directors; (c) exercise supervision of all the Company’s activities; (d) coordinate and supervise the activities of the Executive Board, calling and presiding over its meetings; (e) exercise the other duties assigned to it by the Board of Directors; and (f) appoint the Director who shall replace him in his absences and temporary impediments.

The Chief Financial Oficer and Investor Relations Officer, as designated by the Board of Directors, is responsible for: (a) financial management of the Company; (b) management of the controllership, treasury and accounting areas; (c) execution of the guidelines determined by the Board of Directors; (d) coordination, administration, direction and supervision of the work of relations with the capital market, representation of the company with shareholders, investors, market analysts, the CVM, B3, the Central Bank of Brazil and other entities related to the activities developed in the capital markets, in Brazil and abroad, disclosure and communication, if applicable, of any material act or fact that occurred or related to the Company’s business, ensuring its wide and immediate dissemination, simultaneously in all markets in which such securities are admitted to trading, in addition to other duties defined by the Board of Directors; (e) provision of information to investors, in accordance with the applicable CVM and B3 regulations; and (f) keeping the Company’s registry updated, providing the necessary information, all in compliance with the applicable CVM and B3 regulations.

Name Office Election Date End of Term
Andrea de Rizzio Chief Financial and Investor Relations Officer May 31,2022 2024 AGM*

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 Chief Executive Officer May 31,2022 2024 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 holds 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.

*Annual General Meeting that will resolves on the accounts for the 2023 fiscal year

FISCAL COUNCIL

The Company has a non-permanent Fiscal Council, therefore, when installed, it will be composed of 3 (three) members and an equal number of alternates members, shareholders or not, elected by the General Meeting in which its operation was required.

The main attributions of the Fiscal Council are provided for in Law 6,404/76 and its role is to protect the interests of the Company by inspecting the actions of the administrators, appreciating various matters, filing complaints in relation to deviations and irregularities and accountability to shareholders through opinions.

At the Annual Shareholders’ Meeting held on April 29, 2022, the installation of the Fiscal Council was required by shareholders holding shares representing at least 2% (two percent) of the shares with voting rights issued by the Company. The members elected at this Meeting will serve a unified term of office of 1 (one) year that will end on the date of the Annual General Meeting of the Company to be held in 2023.

Name Office Election Date End of Term
João Marcos de Faro Mendes de Almeida Member April 29, 2022 2023 AGM*

Mr. João Almeida is an economist with a postgraduate degree in corporate finance from Universidade Cândido Mendes, he worked as a senior manager at Banco Crefisul/Citibank, Banco BBA Creditanstalt, Banco ABC Brasil and Latinvest Asset Management, having held in recent years the position of Managing Partner at MMJ maturity.

 

Claudia Santos de Castro de Assunção Alternate member April 29, 2022 2023 AGM*

Ms. Claudia Assunção has an Accountant degree from Faculdade Presbiteriana Mackenzie with 27 years of experience, working in the accounting, tax and personnel areas. In 2016 she founded Castro Contabilidade e Gestão Empresarial, which serves small, medium and large companies, with outsourcing of accounting, taxes, HR, personnel department. In 2020 she founded Castro Assessoria e Treinamento Empresarial, which provides consultancy in the same areas of expertise of Castro Contabilidade, in addition to the financial areas, business legalization, Personal Income Tax, among others.

Pedro Alvarenga D'Almeida Member April 29, 2022 2022 AGM*

Mr. Pedro Alvarenga is an economist graduated from the State University of Rio de Janeiro – UERJ with a postgraduate degree and an extension course in Finance and Economics from FGV and COPPEAD – UFRJ, with more than 15 years of experience built up in the financial area of ​​large companies from publicly traded as Estácio Participações S.A. (Yduqs), Oi S.A., Contax Participações S.A. (Liq), Brasil Brokers Participações S.A. (Nexpe) and Bemobi Mobile Tech S.A. and CSU S.A., having held executive positions in recent years including Chief Financial Officer, Investor Relations and M&A of these Companies, leading areas and projects related to FP&A, strategic planning, controlling, operational and financial restructuring, process review and development of new systems/automations, structuring of IR programs, structuring new businesses (including startups), fundraising and mergers and acquisitions. He currently holds the position of Investor Relations Officer of CSU S.A. and founder of Alvar Consulting a finance consulting focused in business transformation.

Marcelo Costa Lobo Alternate member April 29, 2022 2023 AGM*

Mr. Marcelo Lobo is an administrator graduated from the Federal University of Rio de Janeiro – UFRJ and an accountant graduated from UNESA. He holds an MBA in Management and Finance from Fundação Getúlio Vargas (FGV) and a Master’s in International Financial Management from the Université de Bordeaux. Finance and Strategic Planning Executive with solid experience in the FMCG and Retail sectors in companies such as The Coca-Cola Company, Way Design, he was CFO of Strategic Planning Duty Free Americas and is currently CFO of NoMoo Plant Based.

Jorge Gonçalves Mansur Member April 29, 2022 2023 AGM*

Mr. Jorge Mansur is an electrical engineer from PUC-MG with an International MBA from FGV/Ohio. He has more than 30 years of experience in implementing business management systems (SAP, Oracle-EBS, Totvs), working as CIO in large and medium-sized multinational companies. He held the position of Corporate IT Director at Hidrovias do Brasil S.A. and currently works as an IT consultant supporting various demands in companies that seek a strategic and integrated vision of IT with the business for the restructuring or analysis of investments for the implementation or restructuring of computerized systems at JG Mansur Consultoria.

Luis Eduardo de Almeida Vidal Mangini Alternate member April 29, 2022 2023 AGM*

Mr. Luis Mangini is a civil engineer graduated from Universidade Paulista, with a postgraduate degree in Environmental Engineering from FAAP and an MBA from FGV. He has worked as Director of Engineering at companies such as BKO Engenharia e Construções Ltda., Construtora Tenda S.A, Gafisa S.A and was Director of Real Estate at GP Investimentos Ltda. fund operation focused on Real Estate.

*Annual General Meeting that will resolves on the accounts for the 2022 fiscal year

AUDIT COMMITTEE

As provided for in its Internal Regulations, the Non-Statutory Audit Committee will be composed of a minimum of 3 (three) and a maximum of 5 (five) members, in compliance with the requirements set forth in the Novo Mercado Regulation.

This Committee reports directly to the Board of Directors and its main attributions are: to give an opinion on the hiring and dismissal of independent audit services; evaluate the quarterly information, interim statements and financial statements; monitor the activities of the Company’s internal audit and internal controls area, assess and monitor the Company’s risk exposures; evaluate, monitor and recommend to management the correction or improvement of the company’s internal policies, including the policy on transactions between related parties.

Name Office Election Date End of Term
 Juliana Cristina Elias Araujo Chair and Independent Member May 31, 2022 2024 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. She has a law degree from Universidade Presbiteriana Mackenzie and a Master’s Degree in International Economic Relations from the Pontifícia Universidade Católica of São Paulo and a postgraduate degree in Business Administration from Fundação Getúlio Vargas.

 

Yuka Akasaka Member May 31, 2022 2024 AGM*

Mrs. Yuka Akasaka holds a degree in Business Administration with a postgraduate degree in Logistics and a master’s degree in Transport Engineering from the Federal University of Rio de Janeiro (UFRJ), as well as a postgraduate degree in Logistics and Supply Chain Management from the Massachusetts Institute of Technology (MIT). She worked for more than 10 years as a consultant in the area of operations and project management and currently holds the position of Product Manager at Nexpe Participações S.A.

Luiz Augusto Rodrigues e Silva Member May 31, 2022 2024 AGM*

Mr. Luiz Augusto Rodrigues e Silva has recognized experience in corporate accounting matters, under the terms of the regulations edited by the CVM, which provides for the registration and exercise of independent audit activity within the scope of the securities market and defines the duties and responsibilities of managers of the audited entities in the relationship with the independent auditors.

*Annual General Meeting that will resolves on the accounts for the 2023 fiscal year

Last update: July 1, 2022