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 04/28/2020 ASM of 2020
Pedro Manuel Jacinto Casanova Guerra Vice-president 04/28/2020 ASM of 2020
Luiz Antonio de Rossi Jr Member 04/28/2020 ASM of 2020
Livinston Martins Bauermeister Member 04/28/2020 ASM of 2020
Serkan Güleç Independent Member 05/29/2020 ASM of 2020

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.

Luiz Antonio de Rossi Jr. Mr. Rossi has been working in finance, mainly in private equity, capital markets, controlling, accounting, audit and tax areas for more than 20 years. He has been working as Audit Committee member and Fiscal Council member for Brazilian companies listed in Bovespa (B3). His experience includes 11 years working for KPMG Brazil, including 2 years at KPMG LLP in the United States. He has coordinated several audit, consulting and due diligence projects for a number of companies in Brazil, Latin America and United States. Mr. Rossi holds a master’s degree in Business Administration and Finance (MBA) from USP-FIA, is graduated in Accounting, holds a bachelor degree in Business Administration and participated in several finance, accounting and audit courses. Luiz is a Certified Public Accounting (CPA), Member of the Regional Accounting Council, he has obtained several certifications, including: Certified Auditor by the National Certification of Independent Auditors, and Certified auditor by the Brazilian Central Bank (BACEN).

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 01/10/2019 01/10/2022
Frederico da Silveira Moraes CFO and IRO 01/10/2019 01/10/2022
Felipe Morgado Garcia Officer 04/23/2020 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.

Felipe Morgado Garcia. Mr. Morgado graduated in Mechanical Engineering with Emphasis in Mechatronics from PUC-MG (Pontifical Catholic University of Minas Gerais) in 2004. He is, since 2017, certified by ASQ in Lean Six Sigma Green and Black Belt and in 2016 concluded MBA by Insper/SP in partnership with Columbia University/NY. Mr. Morgado started his career in 2004 at Ambev as an intern and later as a global trainee. During his 15 years at Ambev, he had the opportunity to work in logistics, industrial, sales, supply chain planning and finance. Mr. Morgado joined Metalfrio in May 2019 as Global Services Director.

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.