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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 04/30/2026 ASM of 2027

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).
Erwin Theodor Herman Louise Russel Vice Chair of the Board of Directors 04/30/2026 ASM of 2027
Petros Diamantides Independent Member 04/30/2026 ASM of 2027

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 Manuel Jacinto Casanova Guerra Independent Member 04/30/2026 ASM of 2027
Serkan Güleç Independent Member 04/30/2026 ASM of 2027
Adriano Cives Seabra Independent Member 04/30/2026 ASM of 2027
Marcelo Gasparino Da Silva Independent Member 04/30/2026 ASM of 2027

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.