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Board of Executive Officers, Board of Directors and Fiscal Council

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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.

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

Name Position Member since End of term of office
Marcelo Faria de Lima Chairman 04/30/2025 ASM of 2026

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).
Serkan Güleç Vice-Chairman of the Board of Directors 04/30/2025 ASM of 2026

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).
Petros Diamantides Independent Member 04/30/2025 ASM of 2026

Mr. Diamantides gratuated in Eletrical and Eletronic 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 bacame Chief Administrative Officer in the Auto Parts and Commercial Refrigeration. Mr. Diamantides joined the Company in 2012 as Superintendent Director and in 2014 was elected Chief Executive Officer, remaining till April 2022.
Pedro Tavares Martins Independent Member 04/30/2025 ASM of 2026

Pedro Martins has a degree in Electrical Engineering from PUC_RJ, with a master’s degree in economics from EPGE-FGV-RJ, EMBA from COPPEAD-UFRJ and AMP from IESE Business School in Barcelona. Pedro started his career in 1992 as Corporate Finance Analyst at BFC Investment Bank. In 1996, was hired as a Manager at Ernst & Young in the Financial Advisory division. He left Ernst & Young to join for ten years in Globalstar do Brasil – a multinational company operating in the telecommunications setor, where he served as CFO and COO. He was founding partner of ASK Gestora de Recursos from 2009 to 2016. Since 2016 he has been a member of the executive committee of ISE Business School. He is also a member of the Fiscal Council of Westwing Comercio Varejista S.A, elected on April 26, 2024.
Roberto Christiano Gaspar de Oliveira Independent Member 04/30/2025 ASM of 2026

Roberto Christiano Oliveira has a degree in Medicine from Federal University of Triangulo Mineiro. Roberto started her career in 1999 as Medical Director and Captain of a Boeing 737-300 at Vasp. From 2005 to 2008 worked as an Instructor Pilot for the E145 and Legacy 600 at Embraer. From 2012 to 2023, he served as Director of Aeromedical Operations and Falcon 2000 Captain at Global Aviation. He is currently the Executive Director of Clinica Voe and Developer at YOUDOCTOR.

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.

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.

 

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
Luiz Eduardo Moreira Caio President and IRO 11/01/2025 11/01/2028

Mr. Caio is a Management Consultant for companies and non-profit entities. He also manages his own investments through Sonoma Ventures Ltda., which he founded and includes him as CEO (6+ years). He entered Metalfrio Solutions S.A.’s Engineering department, later becoming its Industrial Director. He was also at BSH Eletrodomésticos’ Operations Vice-Chairman (6+ years) and Latin America General Director (2+ years). He led the spin-off of the Commercial Refrigeration business at BSH (Metalfrio’s holding at that time), which resulted in the incorporation of Metalfrio, of which he was the CEO (11+ years). During this period, Metalfrio raised funds through its IPO in 2007 and implemented an aggressive globalization project, becoming one of the world’s three largest companies in the industry. He graduated in Industrial Engineering at the Industrial Engineering School – FEI.
Jean Michel Passos CFO 11/01/2025 11/01/2028

Mr. Passos is graduated in Accounting Sciences from Instituto Presbiteriano Mackenzie and holds an MBA in Global Management from Fundação Getúlio Vargas (FGV). He has more than 25 years of experience in Finance, as a supervisor for multinational audit companies, such as Arthur Andersen and Coopers & Lybrand, and having held the position of Financial Director or Controllership of large and medium-size national and multinational companies, such as Apsen (pharmaceutical), Outback (food), Estapar (parking), Restoque S.A. (fashion and clothing), Metalfrio (plug-in commercial refrigeration) in the period 2004-2009 and Giraffas (food).
Ronaldo Pelaes Director without designation 01/11/2025 01/11/2028

Mr Pelaes graduated in Business Administration in 1990 and completed a MBA in Business Management from Fundação Getulio Vargas / University of Irvine. He began his career at Philips and later served as Business Unit Director at Whirlpool Corp and also at Coca-Cola ( North Region Bottler . He joined Metalfrio in 2014 as Procurement Director and in the last few years he was in charge of Commercial Division. Since October 2021, Mr Pelaes has been responsible for Metalfrio Solutions‘ Brazil Operation.

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.

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.

Last Update on July 05, 2023

Name Position Member since End of term of office
Stéfano Furlani Malvezi Advisor 04/30/2025 ASM of 2026

Mr. Malvezi has a degree in Law from Faculdade de Direito de São Bernardo do Campo. He is a partner and Head of Legal at WNT Capital, with experience in structured operations and distressed assets. He is responsible for structuring company acquisition deals, risk strategies, credit conversions and structuring of investments founds. He has experience in corporate law, reorganization bankruptcy and internal control in the financial market.
Robson Rosano Boni Advisor 04/30/2025 ASM of 2026

Mr. Boni develops activities in the areas of Controlling, Finance, Accounting and Tax, with over 20 years of experience. His professional background includes 11 years at PRODUQUÍMICA, a company in the agribusiness, where he was responsible for controllership department. Also spent 10 years as a university instructor at UNIESP. He has served as a member of the fiscal council of public companies and has served as CFO for 7 years at DIGISYSTEM, an IT company. Currently focused on providing consulting services in the Accounting. Robson has a postgraduate degree in Controllership and Finance and a degree in Accounting from UNISUZ – Faculdade Unida de Suzano. He has attended several courses in the accounting field, including a specialization in IFRS conducted by FIPECAFI.
Luciano Castiglioni Pascon Advisor 04/30/2025 ASM of 2026

Mr. Luciano Castiglioni Pascon is currently a partner at UK Finance Consultoria Ltda, where he provides consulting services in Governance and Corporate Management for family business. He serves as a board member at Ecotrace Solutions and at Chrochiquia Agropecuária and member of fiscal council at Vest S.A. Also, he has olds equity interests in the Trading Company, Foodinnex America LLC and in the fuels and lubricants company Negrão e Pascon Ltda. He was the CEO of Frigol S.A. from 2016 to 2020, the fourth- largest meat processing company in Brazil. He has a degree in Veterinary Medicine from UEL (Universidade Estadual de Londrina) and MBAs in Marketing (2000) and in Financial Management, Controllership, and Auditing (2012) from FGV-RJ. In 2017, he completed the Board of Directors Training Program from IBGC.