Management, Board of Directors and Fiscal Council

Board of Directors

Metalfrio’s board of directors is the decision-making body responsible for, among other things, formulating and monitoring the general policies for its business, including its long-term strategy. The Company’s board of directors is responsible for appointing and supervising its executive officers. Under Brazilian Corporate Law, the board of directors is also responsible for appointing independent auditors.

The board of directors meets on a monthly basis or as often as required by its chairman. The board of directors’ decisions are taken by a majority vote of its members present at its meetings.

Under Metalfrio’s bylaws, its board of directors must be composed of at least five and up to seven members. The members of its board of directors are elected at the annual shareholders meeting for a one-year term, and are eligible for reelection. Members of its board are subject to removal at any time by the shareholders present at its annual general meeting. In accordance with the listing regulations of the Novo Mercado, at least 20% of its directors must be independent. The independence of a director is determined by several requirements provided for in the listing regulations of the Novo Mercado, including the absence of a material relationship between the director and the Company or its controlling shareholders. Accordingly, since Metalfrio’s board of directors is composed of at least five and up to seven members, at least one of them must be independent. Currently, its board of directors is composed of five members.

Name Position Member since End of term of office
Marcelo Faria de Lima Chairman 04/17/2017 ASM of 2018
Pedro Manuel Jacinto Casanova Guerra Vice-president 04/17/2017 ASM of 2018
Carlos de Camargo Penteado Braga Member 04/17/2017 ASM of 2018
Livinston Martins Bauermeister Member 04/17/2017 ASM of 2018
Hélio Marcos Coutinho Beltrão Independent Member 04/17/2017 ASM of 2018

Under Brazilian Corporate Law, the members of the board of directors are prohibited from carrying out any transaction or business in which any member has a conflict of interest with the Company.

The following is a summary of the business experience of Metalfrio’s members.

Marcelo Faria de Lima. Mr. Lima is currently Executive Officer at Artesia Gestão de Recursos S.A., Vice-Chairman of the Board of Directors of Restoque Comércio e Confecções de Roupas S.A. (Le Lis Blanc) and member of the Boards of Directors of Produquímica Indústria e Comércio S.A. and of Community Bank (Florida, USA). His prior experience includes Banco Donaldson, Lufkin & Jenrette (1998 to 2000), where he served as Director, mainly in the area of M&A; Banco Garantia (1996 to 1998), in the M&A and Capital Market areas; and ABN Amro Bank (1989 to 1996), where he served as Head Economist and Investment Fund Manager, and also worked in the Corporate Finance and Project Finance areas. He was co-founder and CEO of AreaUtil.com (2000), member of the Board of Directors of Neovia Telecomunicações S.A. (2001 to 2005) and Executive Officer at Abyara Planejamento Imobiliário S.A. (2006 to 2007). He earned a bachelor’s degree in economics from the Pontifícia Universidade Católica of Rio de Janeiro, where he also taught economics from 1988 to 1989.

Pedro Manuel Jacinto Casanova Guerra. Mr. Guerra is currently Artesia Principal Asset Management SA and Klimasan Klima´s Board of Directors member. He has over 20 years of experience in private equity and investment banking. He was Unibanco´s superintendent of Investment Banking and Corporate Finance head at Banif Investment (Lisbon). He also integrated teams at JP Morgan (New York), GE Capital Europe (London) and Banco Totta & Açores (Lisbon / London). Mr. Guerra‘s degree in Business Administration at ISEG - University of Lisbon, and part of this graduation at University of Cologne in Germany and holds an MBA from Insead.

Carlos de Camargo Penteado Braga. Mr. Braga is a professor of Corporate Finance and Banking Strategy of the Dom Cabral Foundation and has extensive experience as a consultant, advisor and investment banker both in Brazil and abroad. He was a Partner at Brasilpar Serviços Financeiros (2014-2015) and Araújo Fontes (2012-2014), Chief Executive Officer of Royal Bank of Scotland for Brazil (2008-2012) and Corporate Bank and Structured Loan Executive Officer for Latin America at ABN AMRO Real, where he worked for 20 years. He was also a member of the senior credit committee of RBS and ABN AMRO in Latin America. He participated in more than 25 funding operations totaling more than US$15 billion. He has a master’s degree in Finance from IBMEC-RJ and completed a Specialization program in Management at IMD in Switzerland and a Graduate program in Foreign Trade at the University of California, Los Angeles.

Livinston M. Bauermeister. Mr. Bauermeister is the Company’s Chief Executive Officer, having also been a member of the Board of Directors (2008-2014) and Chief Executive Officer (2014-2015). He is a member of the Board of Directors of Metalfrio Solutions S.A., having also held this position between 2010 and 2014. He was Vice-Chairman of the Board of Directors of Produquímica Indústria e Comércio S.A. (2015-2016). He was with Barbosa, Müssnich & Aragão for almost eight years, having also worked at PwC and Somma Consultoria. He is a lawyer with an MBA from Fundação Getulio Vargas, a master’s degree from the Pontifical Catholic University of São Paulo and the OPM - Owner/President Management graduate degree from the Harvard Business School of Harvard University. He is a securities portfolio manager authorized by the Brazilian Securities and Exchange Commission and ANBIMA. He has more than 20 years of professional experience, mainly in the retail, industry, investment, M&A, corporate restructuring and corporate governance areas.

Hélio Marcos Coutinho Beltrão. Mr. Beltrão is financial manager and strategist at Sextant Holdings since 2004, member of the board of directors at Grupo Ultra since 1997, and member of Advisory Board at Ediouro Publicações since 2004. Mr. Beltrão was Private Equity Investment Manager at Mídia Investimentos, from 1998 to 2003, and executive at CSFB Garantia from 1993 and 1998. Mr. Beltrão is member of the Advisory Board at Millennium Institute, which is also a founding member (2006). Mr. Beltrão‘s degree in Electrical Engineering at Pontifícia Universidade Católica do Rio de Janeiro (1990)) and Master in Business Administration (MBA) at Columbia Business School in New York, with Beta Gamma Sigma (1994).

There have been no criminal convictions, convictions or penalties in CVM administrative proceedings and/or any final and unappealable rulings at the administrative or judicial level over the last 5 years that have suspended or disqualified any member of the Company’s Board of Directors from practicing any professional or commercial activity.

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Board of Executive Officers

Metalfrio’s executive officers are its legal representatives and are primarily responsible for managing its day-to-day operations and implementing the general policies and guidelines set forth by its board of directors.

Brazilian Corporate Law provides that executive officers must reside in Brazil and are not required to be shareholders of the company. In addition, up to one-third of the members of the Company’s board of directors may also serve as its executive officers.

The members of Metalfrio’s board of executive officers are elected by the board of directors for a three-year term, and may be reelected for subsequent terms. Any officer may be removed by the board of directors at any time.

Metalfrio’s bylaws state that its board of directors shall be comprised of at least three members and up to seven members, including a Chief Executive Officer, Chief Financial Officer, Investor Relations Officer and the others as Officer without Designation. As determined by the board of directors any officer may also engage in the functions of the Investor Relations Officer. Under the listing regulations of the Novo Mercado, all members of Metalfrio’s board of executive officers must execute a management compliance statement as a requirement for serving on the board of executive officers.

The following table sets out the current members of Metalfrio’s board of executive officers, their ages, positions and date of election:

Name Position Member since End of term of office
Petros Diamantides President 01/11/2016 01/10/2019
Frederico da Silveira Moraes CFO and IRO 05/02/2017 01/10/2019
Fábio Eliezer Figueiredo Officer 01/11/2016 01/10/2019

The following is a summary of the business experience of the members of Metalfrio’s board of executive officers:

Petros Diamantides. Mr. Diamantides graduated in Electrical and Electronic Engineering from the University of Manchester in 1989 and completed an MBA from the Manchester Business School in 1991. Mr. Diamantides began his career at Procter & Gamble (HABC) - UK and later became Chief Administrative Officer in the Auto Parts and Commercial Refrigeration. Mr. Diamantides joined the Company in 2012 as Superintendent Director and is currently its Chief Executive Officer.

Frederico da Silveira Moraes. Mr. Moraes graduated in Industrial Engineering from USP (Universidade de São Paulo) in 2005, is since 2014 a CFA charterholder (Chartered Financial Analyst) and in 2016 completed an MBA from Hadelshochschule Leipzig (HHL Germany). Mr. Moraes began his career in 2006 at Metalfrio Solutions S.A. as Industrial Engineer and later served as Corporate Treasurer and Financial Manager in Mexico, Russia and Brazil. Mr. Moraes was elected Chief Financial Officer of Metalfrio Solutions in May 2017 and Investor Relations Officer in June 2017.

Fábio Eliezer Figueiredo. Mr. Figueiredo received a bachelor’s degree in Economics from FAAP (Fundação Armando Alvares Penteado) in 1994, and a post-graduate degree in Marketing from FGV in 2004. Mr. Figueiredo started his career at BOVESPA, where he worked from 1987 to 1989. From 1989 to 1995, Mr. Figueiredo worked in the financial area of Camargo Campos, and from 1995 to 2001 he was responsible for the import and export area of Marport. Mr. Figueiredo joined Metalfrio in 2001 and assisted in the structuring of Life Cycle. Currently, Mr. Figueiredo is our Officer.

There have been no criminal convictions, convictions or penalties in CVM administrative proceedings and/or any final and unappealable rulings at the administrative or judicial level over the last 5 years that have suspended or disqualified any member of the Company’s Board of Directors from practicing any professional or commercial activity.

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Fiscal Council

Under Brazilian Corporate Law, the fiscal council is a corporate body independent from Metalfrio’s board of directors and its independent auditors. The major responsibility of the fiscal council is to review the management’s activities and the Company’s financial statements and to report its findings to the shareholders.

Whenever installed, the fiscal council must be composed of at least three and up to five members, with an equal number of alternate members. Each member of the fiscal council must be a Brazilian resident, hold a bachelor’s degree, or must have held, for at least three years, the position of manager of a company or member of a fiscal council. Before assuming their position the members of the fiscal council must sign a member term of agreement of the fiscal council, as required under the regulations of the Novo Mercado. Under Brazilian Corporate Law, if the fiscal council is not permanent, it can be installed at the annual shareholders meeting at the request of shareholders holding at least 10% of Metalfrio’s common shares; and its members shall remain in office until the first annual shareholders meeting of the year following their election. This percentage may be reduced to up to 2% of the voting capital depending on its capital, as provided for by CVM Instruction No. 324, of January 19, 2000. In addition, minority shareholders holding at least 10% of its common shares have the right to separately elect one member of the fiscal council and his alternate, whereas the other shareholders may elect one more member than the total number of members elected by the minority shareholders.

The fiscal council must not contain members who are members of its board of directors; members of its board of executive officers; employees of any company controlled by Metalfrio or any company from its group; and spouses or up to third-degree relatives of any member of its board of directors or board of executive officers. Also under Brazilian Corporate Law, the members of the fiscal council shall be paid as compensation, at least, 10% of the average annual amount paid to Metalfrio’s executive officers, not including their benefits, business expenses and profit sharing.

The Fiscal Council of Metalfrio is a non-permanent body, but it can be installed at any fiscal year upon shareholders’ request. Currently, the Company does not have a Fiscal Council.