Investor Relations
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Institutional

Board, Councils and Committees

Board of Directors

The Almeida Junior’s Board of Directors is composed of a minimum of 5 (five) and a maximum of 7 (seven) members, elected and dismissed by the General Shareholders’ Meeting, with a unified term of 2 (two) years, considering each year as the period between 2 (two) Ordinary General Shareholders’ Meetings. Reelections are permitted. From the members of the Board of Directors, at least 2 (two) or 20% (twenty percent), whichever is greater, must be independent board members, in accordance with the definition of the Novo Mercado Listing Regulation. The characterization of those appointed to the Board of Directors as independent board members must be deliberated at the General Shareholders’ Meeting that elects them. The board member elected according to the option provided in Article 141, paragraphs 4 and 5 of the Brazilian Corporation Law is also considered as an independent board member.

It is a collegiate decision-making body, responsible for the formulation and monitoring for the implementation of general business policies, including the long-term strategy. It is also responsible, among other attributions, for the election, dismissal and supervision of the Executive Board of Almeida Junior. In accordance with Brazilian Corporate Law, the Board of Directors is also responsible for appointing independent auditors.

Pursuant to Almeida Junior’s Bylaws, the Board of Directors meets, ordinarily, at least 4 (four) times a year and, extraordinarily, whenever corporate interests require. All decisions of the Board of Directors are taken by the majority of votes of the members present at any meeting duly called and convened.

Click here to access the Internal Regulations of the Board of Directors.

Name Election Date End of Term
Heloísa Helena Kretzer de Almeida Board of Directors Chairman 06/22/21 OGSM, 2025

Mrs. Heloísa held the position of Director at Almeida Junior between 1998 and 2020, having held, since 2016, the position of Chief Operating Officer (COO). She also held the positions of Administrative and Human Resources Director between 2011 and 2016 and Financial Director between 1998 and 2011. Mrs. Heloísa has a degree in Fashion Designer and Executive Advisory and a postgraduate degree in Strategic Management in Marketing.

Jaimes Almeida Junior Board Member 06/22/21 OGSM, 2025

Mr. Jaimes is the founder of Almeida Junior, and he currently holds, in addition to being a member of the board of directors, the position of Chief Executive Officer (CEO). Before founding Almeida Junior, he held position in several financial institutions such as Banco do Estado de Santa Catarina – BESC, Banco da Província S/A and Banco Sul Brasileiro Credito Imobiliário S/A. Mr. Jaimes studied Business Administration in Santa Catarina, with executive education courses at Harvard Business School and at the International Council of Shopping Centers.

Camila Angeloni de Almeida Ferreira Board Member 06/22/21 OGSM, 2025

Mrs. Camila started her career in the tax area at the law firm “Thiollier Advogados” in 2003. She joined Almeida Junior in 2005 as an intern in the legal department, becoming a lawyer in 2007. In 2011, she became manager, extending her work to the areas of corporate and tax planning, structured finance operations, controllership and M&A. She served as a member of the Company’s Board of Directors until 2016, when she assumed the position of Director of Strategic Planning, accumulating management of the tax, property, legal and governance areas. Mrs. Camila holds a law degree from Fundação Armando Alvares Penteado – FAAP/SP, with an MBA in Business Administration from Fundação Getúlio Vargas – FGV/SP.

Carlos Alberto Júlio Independent Board Member 08/27/21 OGSM, 2025

Mr. Carlos has been dedicated to teaching for over 40 years and teaches at the MBAs at FIA/USP, FGV and IBMEC/SP. Additionally, he has spent more than 38 years working in companies as an executive and director, also participating in the YPO – Young Presidents Organization and Board of MIT – Sloan Management Review. His experience as a member of the Board of Directors includes Camil Alimentos, GSA Alimentos, Aramis, Ibmec, Somos Educação Group, Licen Participações, TV1 and FutureKids. In addition, he was CEO of Echos Laboratório de Inovação, co-founder of Digital House (a school that trains professionals in the new economy), chairman of Tecnisa and member of its board of directors, chairman of HSM do Brasil, chairman of Polaroid in Brazil, chairman of Círculo Comércio Exterior and vice chairman of Voko Móveis e Sistemas. Mr. Carlos Alberto Júlio has a degree in Business Administration, a postgraduate degree from EAESP-FGV/SP, with a specialization in Marketing from IMD-Lausanne (Switzerland) and in Business Strategy from Harvard Business School. Also, he has Executive Training courses at the London Business School. According to the minutes of the Extraordinary General Meeting held on March 7, 2022, the above-qualified Board Member remains duly elected, but the exercise of his term of office is suspended until the Company starts trading shares on the Novo Mercado.

Luiz Carlos Passetti Independent Board Member 08/27/21 OGSM, 2025

Mr. Passetti has more than 35 years of experience in auditing and consulting, including 25 years as a partner at Ernst & Young, where he served as chairman of the Governance Board of EY South America, as a member of the Governance Board of EY Americas and EY Global, and as creator and coordinator of the Corporate Governance Center at EY Brazil. He has extensive experience as an audit partner in several industry segments, working both in expanding family businesses and large and publicly traded Brazilian and multinational companies. Among the various clients served as coordinating partner, BRF, Gol, Telefônica, Natura, Cteep/ISA, Alupar and Duratex stand out. He is currently a member of the Audit and Risks Committee at Natura & Co, board member and head of the Audit Committee at Unifique S.A. and coordinator of the IBGC audit committee, among others. Mr. Passetti holds a degree in Accountancy from the Faculdade de Ciências Econômicas de São Paulo – FACESP and a Specialization in Corporate Finance and Strategic Planning from Fundação Getúlio Vargas – FGV. He has courses in Strategic Leadership for Partners from Harvard University and Board Members from the Instituto Brasileiro de Governança Corporativa – IBGC, in addition to being a member of the Instituto dos Auditores Independentes do Brasil – IBRACON and IBGC. According to the minutes of the Extraordinary General Meeting held on March 7, 2022, the above-qualified Board Member remains duly elected, but the exercise of his term of office is suspended until the Company starts trading shares on the Novo Mercado.

Executive Board

The Executive Board of Almeida Junior, whose members will be elected and dismissed at any time by the Board of Directors, will be composed of a minimum of 2 (two) and a maximum of 6 (six) members, being 1 (one) Chief Executive Officer, 1 (one) Investor Relations Officer, 1 (one) Finance Officer and the other Executive Officers. The Chief Executive Officer and Investor Relations Officer positions are mandatory while the others are optional. The Directors may accumulate positions.

The Executive Board has all the power to implement the resolutions of the General Shareholders’ Meetings and the Board of Directors, and to carry out the acts necessary for the regular operation of the business, observing the limits set by the Board of Directors and the powers of the other corporate bodies.

Currently, the Executive Board does not have its own Internal Regulations.

Name Election Date End of Term
Jaimes Almeida Junior Chief Executive Officer (CEO) 06/22/21 OGSM, 2027

Mr. Jaimes is the founder of Almeida Junior, and he currently holds, in addition to being a member of the board of directors, the position of Chief Executive Officer (CEO). Before founding Almeida Junior, he held position in several financial institutions such as Banco do Estado de Santa Catarina – BESC, Banco da Província S/A and Banco Sul Brasileiro Credito Imobiliário S/A. Mr. Jaimes studied Business Administration in Santa Catarina, with executive education courses at Harvard Business School and at the International Council of Shopping Centers.

Marcelo Monteiro Investor Relations Officer (IRO) 07/30/21 OGSM, 2027

Mr. Marcelo joined Almeida Junior in 2017, occupying the Administrative and Investor Relations Departments. Mr. Marcelo has held senior financial and accounting positions, working for multinationals operating in Brazil. Among the various positions he has held, he was Audit Director at Ernst & Young between 1988 and 2000, Corporate Controller at Louis Dreyfus Commodities between 2000 and 2007, Administrative and Financial Director at Companhia Nacional de Açúcar e Álcool – CNAA between 2007 and 2009, Partner Director of Polimentti Importação e Comércio de Mármores e Granitos between 2009 and 2011, and Controlling and Administrative Director of Cantagalo General Grains S.A. and CGG Trading S.A. between 2011 and 2017. He has extensive hands-on experience managing all administrative, financial and business support functions, such as accounting, auditing, financial planning, tax administration, treasury, IT and HR, across the agribusiness sector. Mr. Marcelo holds a bachelor’s degree in accounting from Universidade Paulista and in business administration from Universidade Mackenzie.

Audit Committee

Almeida Junior’s Audit Committee is an advisory body linked to the Board of Directors, endowed with operational autonomy, and composed of at least 3 (three) members, of which [i] at least 1 (one) of them must be an Independent Board Member (as defined in the Novo Mercado Listing Regulation); [ii] at least 1 (one) of them must have recognized experience in corporate accounting matters, under the terms of the regulations issued by the CVM (Securities and Exchange Commission), that provides for the registration and exercise of independent audit activity in the scope of the securities market and defines the duties and responsibilities of the administrators of the audited entities in the relationship with the independent auditors; [iii] 1 (one) of the members may accumulate the two characteristics provided for in items “I” and “ii” above; and [iv] none of the members may be the controlling shareholder of the Company, nor director of the Company, of its controlling shareholder, directly or indirectly, or of subsidiaries, affiliates or under common control, nor have any subordination relationship with the aforementioned persons.

The Audit Committee is an independent, consultative and permanent body, with the objective of evaluating and monitoring the Company’s risk exposures, monitoring the activities of the Company’s internal audit and internal controls area, as well as the work carried out by the independent audit. The Committee is also responsible for evaluating the quality and integrity of the financial statements.

Click here to access the Internal Regulations of the Audit Committee*.

Fiscal Council

Almeida Junior’s Fiscal Council is a non-permanent body, and will only set in place in the fiscal years in which it is convened by resolution of the shareholders, as provided for in the applicable legislation. In March 31, 2022, the fiscal council has not set in place. In compliance with the provisions of the Company’s Bylaws, the Fiscal Council, when is set in place, will be composed of at least 3 (three) and at most 5 (five) members and an equal number of alternates (shareholders or not), all of them qualified in accordance with the legal provisions.

In accordance with the Brazilian Corporation Law, it is incumbent upon the Supervisory Board, among other duties, to supervise the acts of the managers, give an opinion on the annual management report and on the management’s proposals regarding the modification of the social capital, issuance of debentures or subscriptions bonuses, investment plans or capital budgets, distribution of dividends, corporate transformation and reorganizations, reporting errors, fraud or crimes to management or the general meeting, analyzing the quarterly financial information, as well as examining and giving an opinion on the annual financial statements.

Currently, the Fiscal Council does not have its own Internal Regulations.