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 04/28/2021 ASM of 2022
Pedro Manuel Jacinto Casanova Guerra Vice-president 04/28/2021 ASM of 2022
Gines Planas Buil Independent Member 04/28/2021 ASM of 2022
Livinston Martins Bauermeister Member 04/28/2021 ASM of 2022
Serkan Güleç Independent Member 04/28/2021 ASM of 2022

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 the Chairman of the Company’s Board of Directors (14+ years) and the Chairman of Klimansan`s Board of Directors (13+ years). He is also the Chairman of Restoque Comércio e Confecções de Roupas S.A. Board of Directors (6+ years) and a Member of Sonae SGPS’s Board of Directors (Portugal) (3+ years). He was a Member of C1 Financial’s bank Board of Directors (USA) (7+ years) and Chairman of Alper Consultoria e Corretora de Seguros S.A’s Board of Directors (2+ years). Graduated in Economics at the Pontifical Catholic University of the State of Rio de Janeiro (PUC/RJ), where he acted as Macroeconomics professor (2+ years).

Pedro Manuel Jacinto Casanova Guerra. Mr. Guerra is the Company´s Vice-Chairman of the Board of Directors (7+ years) and Klimasan’s Vice-Chairman of the Board of Directors (7+ years). He has over 25 years of international experience in private equity and investment banking. He is also a member of Mecano Pack Embalagens S.A. (Bom Sabor) Board of Directors (3+ years) and was a Board Member of Produquímica Indústria e Comércio S.A. (2+ years). He also worked at Unibanco, Banif Investmento (Lisbon), JP Morgan (New York), GE Capital Europe (London) and Banco Totta & Açores (Lisbon / London). Graduated in Business Administration at ISEG - University of Lisbon, and did part of this graduation at University of Cologne in Germany and holds an MBA from Insead.

Gines Planas Buil. Mr. Buil graduated in Civil Engineering from Universidade Paulista in 1998 and completed an MBA at the Massachusetts Institute of Technology (MIT) in 2017. Mr. Buil started his career as founder of a civil construction startup in 1993. He founded in 2000 the real state portal AREAUTIL.COM and since 2002 he developed his career at Sony Pictures Entertainment (SPE), being today Vice President and CIO Latam of the company.

Livinston M. Bauermeister. Mr. Bauermeister is Restoque Comércio e Confecções de Roupas S.A. Chief Executive Officer, having also been a member of the Board of Directors (2008-2014) and Chief Executive Officer (2014-2015). 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.

Serkan Güleç. Mr. Güleç is the President and the CEO of Özlider AŞ which is a family owned manufacturer in Turkey since 1983. He has over 17 years experience in plastic and automotive industries at his family business. He established several Joint Ventures in Turkey and developed new projects with his partners. Mr.Güleç has a degree from Yıldız Technical University (Y.T.Ü,İstanbul-2001) as a Mechanical Engineer and a Master in Business Administration (MBA) from Business School of İstanbul University (İ.Ü.İ.F,İstanbul-2009) He is a Member of Sectoral Committee at İstanbul Chamber of Industry, Member of UCTEA Chamber of Mechanical Engineers and a Delegate at Beşiktaş JK (Beşiktaş Football Club,İstanbul)

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 and IRO 01/10/2019 01/10/2022
Frederico da Silveira Moraes CFO 01/10/2019 01/10/2022
Enzo dos Santos Pierobom Director without designation 05/14/2021 01/10/2022

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 Handelshochschule 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.

Enzo dos Santos Pierobom. Mr. Pierobom graduated in production engineering from the University of São Paulo in 2007 and holds an MBA in finance from Fundação Dom Cabral. He started his career at Banco ABN AMRO Real as an institutional trainee, where he worked in areas such as treasury, credit risk, business intelligence and wholesale customer relations. He worked in the Acquisition Finance & Syndicated Loans area at Banco Santander Brasil, where he carried out more than 90 financing transactions for acquisitions and syndicated loans, leading and validating Due Diligence processes, construction and modeling of Business Plan and credit scenarios, coordination and preparation of roadshow processes, loan structuring, in addition to capital market operations, including preferred shares and debentures. In the Project Finance area, he advised companies in the real estate, energy generation and sanitation sectors. He has experience in business relationships with large economic groups and has advised, in the majority, companies controlled by investment funds, where he acted as the main creditor of funds such as Pátria and Artesia. In 2018, working in the equity market, he advised several companies in obtaining loans, restructuring and issuing debts, selling assets, negotiating contracts and banking products. He currently coordinates the ESG agenda and the implementation of management tools for some of the Rio Verde fund‘s investee companies. Mr. Enzo also worked as a fiscal advisor at Metalfrio Solutions.

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.