Management

According to our by-laws, our board of directors consists of at least 7 (seven) and up to 9 (nine) members. The directors meet ordinarily six times a year, and extraordinarily whenever required. The members of our board of directors are appointed at general shareholders’ meetings for a term of office of one year.

The board’s responsibilities include leading the corporate governance process, electing our executive officers and supervising our management. Currently our board of directors consists of 7 members elected by our shareholders.

We are managed by our board of directors (Conselho de Administração) and by our board of executive officers (Diretoria). None of our directors is party to an employment agreement providing for benefits upon termination of employment.

According to the Company’s Bylaws, the Fiscal Council is a non-permanent body and, when established, must be composed of 3 regular members and an equal number of alternates. The Council shall only be established upon request by the Company’s shareholders. At the Annual General Meeting held on April 28, 2025, the establishment of the Fiscal Council was approved.

The main duties of the Audit Committee are: a) to propose amendments to its Charter, submitting them to the Board of Directors for deliberation; b) to issue opinions on the hiring and dismissal of independent audit services, being responsible, at a minimum, for: i) issuing an opinion on the hiring of the independent auditor to provide any other services to the Company; and ii) supervising the activities of the independent auditors in order to assess: (1) their independence; (2) the quality of the services provided; and (3) the adequacy of the services rendered to the Company’s needs; c) to evaluate the management report, financial statements, interim statements, and quarterly information of the Company, making the recommendations deemed necessary to the Board of Directors, and, for this purpose, at a minimum: i) to monitor the quality and integrity of the quarterly information, interim financial statements, and financial statements of the Company; and ii) to monitor the quality and integrity of information and measurements disclosed based on adjusted accounting data and non-accounting data that introduce elements not provided for in the usual reporting structure of financial statements; d) to oversee the activities of the Company’s internal audit and internal controls areas; e) to assess and monitor the Company’s risk exposures, and may request detailed information on policies and procedures related to: i) management compensation; ii) the use of Company assets; and iii) expenses incurred on behalf of the Company; f) to verify compliance with its recommendations and/or clarifications regarding its opinions; g) to evaluate the Company’s Executive Officers’ compliance with the recommendations made by the independent and internal audits, as well as to issue opinions to the Board of Directors regarding any conflicts between the internal audit, the external audit, and/or the Company’s Executive Officers; h) to assess, monitor, and recommend to the Company’s Board of Directors the correction or improvement of the Company’s internal policies, including the related-party transactions policy, and may meet with various Committees and with the Board of Directors to discuss such policies, as well as the practices and procedures identified within their respective scopes of responsibility; i) to have mechanisms in place for receiving and handling information regarding non-compliance with legal and regulatory provisions applicable to the Company, including its internal regulations and policies, and specific procedures for protecting the whistleblower and the confidentiality of information; j) to evaluate and monitor the mechanisms of control and verification of the Company’s compliance with Law No. 12,846 of August 1, 2013, and its regulations; and k) to issue opinions on any other matters submitted to it by the Board of Directors, as well as on those it deems relevant. The members of this Committee are: Ricardo Baldin (coordinator), Gustavo Lobato, Décio Chaves Rodrigues and Luiz Nelson Porto de Araújo. Reporting directly to this Committee and to the Company’s CEO is the Office of Internal Audit, Risk, Internal Controls and Forensic, currently headed by Camila Silvestre.

The Management Committee has the following duties: a) to propose amendments to its Charter, submitting them to the Board of Directors for deliberation; b) to recommend and monitor the adoption of best corporate governance practices, as well as to coordinate the process of implementing and maintaining such practices within the Company, and to assess the effectiveness of the corporate governance processes, proposing changes, updates, and improvements when necessary; c) to ensure the proper functioning of the Board of Directors, the Executive Board, and the Auxiliary Administrative Bodies of the Company, as well as their relationship with each other and with the shareholders, and, in this regard, to periodically review and make recommendations to the Board of Directors regarding its operations and responsibilities, as well as those of the Executive Board and other Auxiliary Administrative Bodies of the Company; d) to prepare or periodically review, as applicable, the Bylaws and the Company’s Codes and Policies, the Internal Regulations of the Auxiliary Administrative Bodies, as well as any other documents related to the Company’s corporate governance and sustainability, making recommendations for amendments, critiques, and suggestions deemed necessary to the Board of Directors in order to keep them constantly updated and aligned with the Company’s specific characteristics; e) to keep the Board of Directors informed and updated on regulations, as well as to monitor the implementation of applicable regulations and market practices, including those that may be created and impact the Company’s corporate and capital market activities; f) to draft, submit to the Board of Directors, and periodically review the Company’s Related Party Transactions Policy, as well as any other policies necessary for the adoption of best management and corporate governance practices by the Company; g) to advise the Board of Directors on all matters related to sustainability, including actions aimed at promoting conscious consumption by customers, suppliers, and employees, and to recommend potential changes or revisions to the Company’s strategic investment proposals in this regard; h) to assist in the efficient management of the Company and to recommend the adoption of waste management programs, initiatives to support small producers, and food safety measures; i) to be informed of and analyze related-party transactions involving the Company, in accordance with the provisions of the Company’s Related Party Transactions Policy; j) to issue opinions, upon request of the Board of Directors or the Executive Board, on situations that may constitute a conflict of interest within the Company’s activities; k) to develop planning and ensure the operationalization of risk management, considering all dimensions of the defined structure, encompassing the Company’s strategic, tactical, and operational activities; l) to assist the Board of Directors in applying the risk management methodology within the Company; m) to support the Board of Directors in defining the Company’s risk appetite and identifying its priority risks; n) to assist the Company in analyzing and approving its risk management strategy; o) to advise the Audit Committee and the Board of Directors on the levels of risk exposure; p) to evaluate the effectiveness of the Company’s risk management process; q) to identify risks arising from strategic and policy changes decided by the Board of Directors; and r) to issue opinions on any other matters submitted to it by the Board of Directors, as well as on those it deems relevant. The members of this Committee are: André Coelho Diniz (coordinator), Leandro Assim Campos and Christophe José Hidalgo.

The Finance Committee has the following duties: (i) to propose amendments to its Internal Charter, submitting them to the Board of Directors for consideration; (ii) to recommend and monitor the adoption of best economic and financial standards, as well as the process of implementing such standards within the Company, suggesting to the Board of Directors any changes, updates, and improvements deemed necessary; (iii) to analyze and review the Company’s budget, as well as to monitor and oversee its implementation and execution; (iv) to analyze and review the economic and financial feasibility of the Company’s investment plans and programs, as well as to monitor and oversee their implementation; (v) to analyze, review, and recommend measures and actions related to negotiations of any intercompany loans, mergers and acquisitions, or any other similar transactions involving the Company or any of its subsidiaries; (vi) to monitor any transactions and negotiations mentioned in item (v); (vii) to analyze and review economic and financial indicators, as well as the Company’s cash flow and debt policies, with the purpose of suggesting changes and adjustments whenever deemed necessary; (viii) to monitor and oversee the Company’s average cost of capital structure and to suggest modifications whenever deemed necessary, as well as to evaluate and discuss new alternatives for raising funds for the Company; (ix) to analyze and recommend opportunities related to financing operations that may improve the Company’s capital structure, and to analyze and discuss working capital needs and their impacts on the Company’s capital structure; (x) to assist the Board of Directors and the Executive Board in analyzing the Brazilian and global economic scenarios and their potential effects on the Company’s financial position, as well as in developing scenarios and trends, evaluating opportunities and risks, and defining strategies to be adopted by the Company with respect to its financial policy; (xi) to monitor the trading patterns of the Company’s securities in Brazil and the United States, as well as the opinions of major investment analysts, recommending measures aimed at maintaining a healthy and liquid secondary market; and (xii) to perform any other duties assigned by the Board of Directors. The members of this Committee are: Eleazar de Carvalho Filho (coordinator), Helene Esther Bitton, Leandro Assim Campos and Silvio Tini de Araújo.

The Legal Committee has the following duties: (i) to propose amendments to the Committee’s Internal Rules, submitting them for resolution by the Board of Directors; (ii) to monitor, review and render opinions on the legal strategy regarding major cases and mass litigation involving the Company; (iii) to oversee the process for engaging law firms and to review legal fee proposals; (iv) to review and render opinions on policies related to judicial and out-of-court settlements, disbursements and provisioning with respect to major cases; (v) to monitor the implementation of its recommendations, holding periodic meetings with the Executive Board and the Company’s management; (vi) to safeguard the Company’s interests within the scope of its responsibilities; (vii) to review reports issued by regulatory authorities concerning the Company, to the extent they may impact perceptions regarding the quality of the Company’s corporate governance, management and sustainability practices; (viii) to review the annual reports related to sustainability matters; and (ix) to conduct, on an annual basis, a self-assessment of its activities and identify opportunities to improve its performance. The members of this Committee are: Carlos Augusto Reis de Athayde Fernandes (coordinatior), Décio Chaves Rodrigues, Fabiana Crysthina Aranda Zotini, and Carolina de Carvalho Olea Barreiros Moreira.