Management

Executive Office

The Executive Office shall manage Company’s business in compliance with the mission, objectives, strategies, and guidelines assigned by the Board of Directors.

The Executive Office is responsible for:

I. Evaluate and submit to the approval of the Board of Directors:

the basis and guidelines for the preparation of the strategic plan as well as the annual programs and multiannual plans;
the strategic plan, as well as the respective multiyear plans and annual programs of expenditures and investments of the Company with the respective projects;
the Company’s costing and investment budgets;
the result of performance of the Company’s activities;
the appointment of the holders of the Company’s general structure, based on the criteria established by the Board of Directors;
the plans providing for the admission, career and succession, advantages and disciplinary regime of the Company’s employees.

II. To approve:

Technical and economic evaluation criteria for investment projects, with the respective delegation of responsibility plans for their implementation and implementation;
Pricing policy and basic pricing structures of the Company’s products;
Management, construction and planning, operation and maintenance policies of the Company’s assets;
Purchasing policies, economic, financial and tax planning of the Company;
Network and convenience store network operating policies;
Corporate and Lubricant Market policies;
Chart of accounts, basic criteria for income statement, amortization and depreciation of invested capital and changes in accounting practices;
Accounting, finance, personnel management, contracting and execution of works and services, procurement and disposal of materials and equipment, operating and other manuals and rules required to guide the Company’s operation;
Rules for assignment of use, lease or lease of real property owned by the Company;
The basic structure of the Company, considering the definitions contained in the Basic Organization Plan, with their respective responsibilities, as well as creating, transforming or extinguishing operational or correspondent agencies, agencies, branches, branches and offices in the Country;
The staffing of the Company’s organs;
Human Resources Development Plan;
The acts and contracts relating to its decision-making authority;
The amount above which the acts, contracts or operations, although within the competence of the Chairman or the Executive Officers, shall be submitted for approval by the Board of Executive Officers, subject to the authority defined by the Board of Directors;
The creation and extinction of non-statutory Committees, linked to the Executive Board or its members, approving the respective operating rules, attributions and limits of competence to act;
Your bylaws;
The Company’s annual insurance plan;
Collective labor agreements or agreements, as well as the filing of collective labor agreements.

III. Guarantee the implementation of the Strategic Plan and the multi-annual plans and annual programs of expenditures and investments of the Company with the respective projects, respecting the approved budget limits;

IV. Monitor business sustainability, strategic risks and their mitigation measures, preparing management reports with management indicators;
V. Monitor and control the activities of the companies in which the Company participates, or with which it is associated;

VI. Instruct the Company’s representatives at the General Meetings of its wholly-owned, controlled and affiliated subsidiaries, in accordance with the guidelines set by the Board of Directors, as well as with the applicable corporate guidelines;

VII.To resolve on the names and insignia of the Company; and

VIII. To resolve on the matters that may be submitted by the President or any Executive Director.

Ernesto Pousada	CEO
Mechanical Engineer, graduated from Escola de Engenharia Mauá, with specialization in Administration and Business from Fundação Instituto de Administração (FIA). With more than 30 years of market experience, he developed his solid career exercising executive positions in Brazil and abroad. His last position was CEO at VLI Logística. He also worked in large companies such as Dow Chemical, Suzano Papel e Celulose, and Ingredion, including international experiences in the United States and Europe. In 2021, he was elected Executive of Valor in the Transport and Logistics sector by Valor Econômico newspaper. Has not been subject, in the last five years, to criminal conviction, representation in an administrative proceeding of the CVM and final and unappealable representation, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity; and (ii) is not considered a politically exposed person, under the terms of CVM Instruction 617/19. Finally, Mr. Ernesto Pousada does not hold positions in other third sector companies or organizations.
Augusto Ribeiro Júnior	Corporate Finance, Strategy and IR
Bachelor’s and Master’s degrees in mechanical engineering from the Federal University of Santa Catarina (UFSC), he has a degree in corporate finance from Getúlio Vargas Foundation (FGV-RJ), Master’s in Business Administration (EMBA) from the University of Pittsburgh and pecializations in finance integration and value creation from the Wharton School of Business at the University of Pennsylvania and mergers and acquisitions from the London Business School. He has served as Financial Director of PicPay Brasil since April 2021. He worked at Iochpe Maxion S.A., as Chief Executive Officer of its structural components unit, Maxion Componentes Estruturais from 2019 to 2021 and as Officer Finance and Investor Relations from 2016 to 2019. Previously, Mr. Ribeiro served as Chief Financial and Investor Relations Officer from 2013 to 2016 and Chief Financial Officer Planning and Control from 2010 to 2013 at BRF (Brasil Foods) S.A. Mr. Ribeiro was also Controller at Sadia S.A. from 2008 to 2010, Business Controller at Kraft Foods Brasil from 2007 to 2008, Corporate Controller South America at BASF SE in 2007 and Administrative and Financial Director, Business Controller, Risk Manager, Senior Global Auditor and Engineering Manager and Trainee at Unilever Plc from 1996 to 2007.
Marcelo Fernandes Bragança	Operations and Supply
Has a bachelor’s degree as mechanical engineer from the Federal University of Espírito Santo (UFES), with a post-graduate degree in Maintenance Engineering and an MBA in Business Logistics. He has been in BR since 1998 and has held other executive positions at the company, including DIOL and DRPV, the last one occupied by him since 2017.
Vanessa Gordilho	Retail Commercial
Born in Salvador, Vanessa Gordilho has extensive experience in the technology sectors, the financial market and payment methods companies, in which she worked for almost two decades helping in the digital transformation of businesses such as Mastercard, Thalles and GetNet, from the Santander group. Before joining Vibra, he served as CEO at healthtech Qsaúde. Vanessa holds a degree in Communication and an MBA in the US from UCSD.
Juliano Junqueira de Andrade Prado	B2B Commercial and Aviation
Graduated in Production Engineering from the Federal University of Rio de Janeiro, with an executive MBA from Coppead. He has additional training at important business schools such as London Business School, Wharton, Harvard and IMD. He was Global Vice President at Gerdau between 2020 and 2023; Throughout his career, he worked in several countries working at the companies Shell, Raízen and Cosan, leading areas such as marketing, commercial, planning, operations, strategy, M&A and digital transformation. He was Executive Director of Raízen, coordinating the entire agro-industrial operation with 26 industrial plants, CEO of the startup Payly and Executive Director of Holding Cosan.
Clarissa Sadock	Renewable Energy
Graduated in Economics from Faculdade Cândido Mendes, holds an MBA in Finance from COPPEAD/UFRJ and an extension course in Finance from Darden School of Business – University of Virginia (USA). In the last five years, she held the position of (i) Chief Executive Officer of AES Brasil Energia, since November 2020; (ii) Planning Officer Finance and Strategy of: (a) AES Brasil Energia; (b) AES Eletropaulo; (c) AES Sul; and (d) AES Uruguaiana Empreendimentos S.A., from June 2015 to October 2017; and of (iii) Director of Treasury and Investor Relations of (a) Eletropaulo; (b) Company; (c) AES Sul Distribuidora Gaúcha de Energia S.A.; and (d) AES Uruguaiana Empreendimentos S.A., from August 2008 to June 2015; and (iii) alternate member of the Board of Directors of the Company and AES Elpa.
Henry Daniel Hadid	Legal and Institutional Relations
Graduated in Law in 1997, at Estácio de Sá University, with postgraduate degree in Oil Law from Candido Mandes University and MBA in Business Law from Fundação Getúlio Vargas. Admitted to BR in 2001, having previously held the role of Outsourced Process Coordinator, Credit Recovery Legal Manager, Planning and Management Legal Manager and Legal Executive Manager.
Aspen Ricardo Andersen da Silva	People, Technology and ESG
Graduated in Mechanical Engineer at UFRJ, with a MBA in Business Management from Ibmec and Post-MBA in Digital Business and Executive Training in Open Innovation from FGV, Radical Innovation, Digital Transformation and Corporate Innovation from MIT and Leadership and Exponential Technologies Program from Singularity University. Aspen has been working at BR since 2003, having held various managerial roles at BR and Petrobras, such as business development, planning and technology.
Mariana Santarém	Products and Customer Experience
Born in Rio de Janeiro, she holds a degree in Administration from PUC-Rio, a postgraduate degree in Marketing from COPPEAD UFRJ and a PMD from IESE Business School – SP. She has over 24 years of experience, 16 of which were in the fuel sector. Having worked at TIM, Souza Cruz, Shell and Raízen, she has been working at Vibra since 2021, having led the Loyalty and Products areas. From 2025 onwards, she assumed the Vice-Presidency of Products and Customer Experience.

Fiscal Council

The Fiscal Council is composed of six members, three serving and three alternate. Click on the name to see the resume.

It is incumbent upon the Fiscal Council, without prejudice to other attributions conferred upon it by virtue of legal provision or by determination of the General Meeting:

To supervise, by any of its members, the acts of the administrators and verify the fulfillment of their legal and statutory duties;
To give an opinion on the annual report of the administration, including in its opinion the additional information deemed necessary or useful for the deliberation of the General Meeting;
To give an opinion on the management’s proposals to be submitted to the General Meeting, regarding the modification of the capital stock, issuance of debentures or warrants, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or split of the Company. ;
Report, by any of its members, to the management bodies and, if they do not take the necessary measures to protect the interests of the Company, to the General Meeting, the errors, frauds or crimes they discover, and suggest useful measures to the Company;
Call the Ordinary General Meeting if the directors delay this call for more than one month, and the Extraordinary Meeting whenever serious or urgent reasons occur, including in the agenda of the meetings the matters deemed necessary;
Analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Board of Executive Officers;
Examine the financial statements of the fiscal year and opine on them;
Perform these duties during liquidation; and
perform the annual self-assessment of their performance.
Single paragraph. The members of the Fiscal Council shall necessarily attend the meetings of the Board of Directors in which the matters referred to in items II, III and VII of this article shall be considered.

II. To approve:

Technical and economic evaluation criteria for investment projects, with the respective delegation of responsibility plans for their implementation and implementation;
Pricing policy and basic pricing structures of the Company’s products;
Management, construction and planning, operation and maintenance policies of the Company’s assets;
Purchasing policies, economic, financial and tax planning of the Company;
Network and convenience store network operating policies;
Corporate and Lubricant Market policies;
Chart of accounts, basic criteria for income statement, amortization and depreciation of invested capital and changes in accounting practices;
Accounting, finance, personnel management, contracting and execution of works and services, procurement and disposal of materials and equipment, operating and other manuals and rules required to guide the Company’s operation;
Rules for assignment of use, lease or lease of real property owned by the Company;
The basic structure of the Company, considering the definitions contained in the Basic Organization Plan, with their respective responsibilities, as well as creating, transforming or extinguishing operational or correspondent agencies, agencies, branches, branches and offices in the Country;
The staffing of the Company’s organs;
Plano de Desenvolvimento de Recursos Humanos;
The acts and contracts relating to its decision-making authority;
The amount above which the acts, contracts or operations, although within the competence of the Chairman or the Executive Officers, shall be submitted for approval by the Board of Executive Officers, subject to the authority defined by the Board of Directors;
The creation and extinction of non-statutory Committees, linked to the Executive Board or its members, approving the respective operating rules, attributions and limits of competence to act;
Your bylaws;
The Company’s annual insurance plan;
Collective labor agreements or agreements, as well as the filing of collective labor agreements.

IV. Monitor business sustainability, strategic risks and their mitigation measures, preparing management reports with management indicators;

V. Monitor and control the activities of the companies in which the Company participates, or with which it is associated;

VII. To resolve on the names and insignia of the Company; and

VIII. To resolve on the matters that may be submitted by the President or any Executive Director.

Gueitiro Matsuo Genso	Effective Member
Graduated in business administration from FACULDADES SPEI CURITIBA PR on August 1, 2002, he was a Director at Banco do Brasil from January 2010 to February 2015. In March 2015 he assumed the position of President at Previ, a position he held until July 2018. From that date until December of the same year, he held the position of Vice President at Banco do Brasil. In July 2019, he became President of PicPay, until August 2020. Mr. Gueitiro Matsuo Genso declared, for all legal purposes that, in the last five years, he has not been subject to the effects of any criminal conviction, even if not final, any conviction or penalty in an administrative proceeding before the CVM, Banco Central do Brasil or the Superintendence of Private Insurance or any final and unappealable conviction, at the judicial or administrative level, which would have the effect of suspending or disqualifying the practice of any professional or commercial activity.
Ana Cristina Ribeiro Kattar	Member of the Oversight Board (Alternate to Gueitiro Matsuo Genso)
Graduated in Administration from the Pontifical Catholic University of São Paulo (PUC/SP), in February 2002, with an MBA in Administration from Babson College, in 2009, and certification by ICSS – Institute of Institutional Certification and Social Security Professionals and by IBGC – Brazilian Institute of Corporate Governance. She has worked as an executive for more than 20 years in the financial services and healthcare sectors, structuring business units, establishing governance, managing P&Ls, analyzing new opportunities, developing strategic plans, leading innovation projects, driving digital transformation, executing commercial plans and launching products in Brazil and Latin America. She began her career in the commercial pension area of CCF/HSBC banks and was responsible for pension and insurance products at Santander. In recent years she has been a volunteer executive director of the Planolar Pension Fund and has worked in healthcare as a business and executive consultant at pharmaceutical companies, in positions such as marketing leader at Janssen and business unit director at Sanofi and GSK.
Vitor Paulo Camargo Gonçalves	Effective Member
Graduated in Business Administration from Universidade Presbiteriana Mackenzie, in March 1981; he took courses as a board member at the IBGC in 2001 and development courses in administration at Fundação Dom Cabral in 2002 and IBMEC in 2003. He also holds a post-graduate degree in business management at Fundação Getúlio Vargas in Rio de Janeiro, completed in 2006 , and took an ongoing knowledge course for an audit committee, at IBCG, in 2019. At Previ, his trajectory began in June 1990 as an alternate member of the fiscal council, a position he held until May 1992. From June 1992 to May 1996, assumed a position on the Board of Directors. At the end of 1997, he became a member of the Equity Board, until May 2000. From June 2004 to May 2010, he was a member of the Management of Policies and Scenarios at Previ, and in June 2010 he became the position of Director of Planning, until May 2014. Between March 1996 and 1997, he held the presidency of the Federation of Consumer Cooperatives. Between April 1997 and April 2003, he was a director at Paranapanema S.A. Between April 2005 and 2007, he was a director at Petroflex. Between June 2010 and May 2012, he held a position on the deliberative board of ABRAPP. Between June 2010 and July 2020, he held a position on the Economus deliberative board. From 2007 to 2011 he also served as a director at Kepler and Weber. From April 2011 to April 2015, he was a director at Embraer, where he also held a position on the audit and risk committee between 2011 and 2013 and on the human resources committee from 2013 to 2015. He was also chairman of the ICSS board of directors from October 2011 to August 2019. From October 2018 to August 2019, he held a position on the audit committee at Cooperforte. From March 2019 to March 2020, he held a position on the supervisory board of Tupy S.A.
Aramis Sá de Andrade	Member of the Oversight Board (Alternate to Wesley Mendes da Silva)
Graduated in Economics and Law (UFAC), specialist in Civil Law and Civil Procedural Law (Estacio de Sá) and MBA-General Training and Development of Executives in Administration (USP/FIA); Academic Extensions, among others, in Corporate Governance and Training for Advisors (FGV, USP/FIPECAFI and IBGC), Banking and Financial System in the Global Market and Behavioral Economics (The University of Chicago Booth School of Business), Executive Program “BB Digital Business Transformation” (MIT-USA), Operational Efficiency Responsibility and Sustainable Business (UPeace/UN-NY-USA). Holds Professional Certifications in Corporate Governance, for proficiency and experience, by IBGC (Administration Councilor, CCA+; Fiscal Councilor, CCF; and Audit Committee Member, CCoAud+); and by ICSS – Certified Professional in Social Security, with an emphasis on Administration. He is currently a Member of the Audit Committee (Coaud), Coordinating Member of the Technology and Innovation Committee (Cotei) and Member of the People, Remuneration and Eligibility Committee (Corem) of BANCO DO BRASIL; Independent Board Member, Coordinating Member of the Audit Committee and Member of the People, Eligibility, Succession and Remuneration Committee at INFRAERO-Empresa Brasileira de Infraestrutura Aeroportuária S.A. He was a Board Member at BANCO DO BRASIL (2021-2023), Fiscal Advisor at GERDAU S.A. (2022-2023) and METALÚRGICA GERDAU S.A. (2018-2022) and Deputy Fiscal Councilor at NORTE ENERGIA S.A. (2020-2021) and WEG S.A. (2016-2018); Deliberative Advisor at BB-PREVIDÊNCIA-Pension Fund Banco do Brasil (2015-2017); Member of the Audit Committee at BBTS-TECNOLOGIA E SERVICES (2013-2015) and Deliberative Advisor at SEBRAE-AC (1992-1995). He was an employee of BANCO DO BRASIL from 1979 to 2015. He joined as a Minor-Apprentice and held first manager positions in regional and strategic units of the Bank in the country, including General Manager of Regional Legal Advice (Acre, Pará-Amapá, Federal District and Bahia-Sergipe), State Superintendent (Acre) and Executive Manager and General Manager (equivalent to Executive Director) in the Strategic IT Architecture and Governance Unit in the Technology Directorate.
Rinaldo Pecchio Júnior	Effective Member
Graduated in Economics from Unicamp and in Accounting from Puccamp and holds an MBA in Finance from IBMEC. He has a career spanning more than 30 years, and has been CFO since 2004. He began his career as an auditor at Arthur Andersen and developed his career mainly in the electricity sector, with passages in the industry and agribusiness sectors. He built a repertoire in FP&A early in his career and has solid experience in project finance and debt issuance, pioneering the issuance of green bonds in the transmission sector. As CFO, he worked for companies such as Centro de Tecnologia Canavieira S.A.- CTC, ISA Cteep S.A., Grupo AES Brasil, Tetra Pak Ltda and Elektro. Since May 2023, he has been CFO and Investor Relations Officer at TAESA -Transmissora Aliança de Energia Elétrica S.A.
Walbert Antonio dos Santos	Member of the Oversight Board (Alternate to Rinaldo)
Graduated in Accounting from the Faculty of Visconde de Cairu, in 1996. Currently, he works as an independent business consultant, mainly in the retail areas (Grupo Pereira with headquarters in São Paulo and acting mainly in the Center Oeste) and Education (Morumbi Sul Schools, with operations in São Paulo) and, since 2017, he has been a member of the fiscal council of Magazine Luíza and an independent board member of Clínicas Clivale, a family company based in Salvador. He served for 35 years as an auditor and business consultant, between 1980 and 2002, at Arthur Andersen & CO, where he served as an International Partner for the past six years; in the period between 2001 and 2015, he was an audit partner at Deloitte Touche Thomatsu. Mr. Walbert Antonio dos Santos declared, for all legal purposes that, in the past five years, he has not been subject to the effects of any criminal conviction, even if not final, any conviction or penalty in an administrative proceeding before the CVM or any final and unappealable sentence, in the judicial or administrative sphere, which had the effect of suspending or disqualifying the practice of any professional or commercial activity. Mr. Walbert Antonio dos Santos declared that he was not a Politically Exposed Person, under the terms of CVM Instruction No. 617, of December 5, 2019, as he did not fit into any of the situations that characterize the Politically Exposed Person.

Board of Directors

Our board of directors is composed of seven representatives. Click on the name to know the curriculum of each one of them.

The Board of Directors is the Company’s guidance and senior management body, and is responsible for:

Establish the general orientation of the Company’s business, defining its mission, strategic objectives and guidelines;
approve, at the proposal of the Board of Executive Officers, and follow the strategic plan, the respective multiannual plans, as well as the annual plans and programs of expenditures and investments, the goals, as well as evaluate the results in the execution of those plans, and publish their conclusions. and inform them to the National Congress and the Federal Audit Court;
Define the matters and values for the decision-making of the Executive Board, oversee the management of the Executive Board and its members and determine their duties, examining, at any time, the Company’s books and papers, and may request information on contracts entered into or about to be executed, and any other acts;
To annually evaluate the performance results, individually and collectively, of the directors and members of the statutory committees of the Board, with the methodological and procedural support of the Nomination, Compensation and Succession Committee, subject to the following minimum requirements:
1. presentation of the management acts practiced regarding the legality and effectiveness of the managerial and administrative action;
2. contribution to income for the year; and
3. achievement of the objectives established in the business plan and compliance with the long term strategy dealt with in art. 37, Paragraph 1 of Decree No. 8,945, of December 27, 2016;
To comment on acts or contracts related to its decision-making authority and approve, annually, the amount above which the acts, contracts or operations, although within the competence of the Board of Executive Officers or their members, shall be submitted for approval by the Board of Directors;
Approve the practice of acts that imply a waiver, transaction or arbitration commitment, and may set value limits for the practice of such acts by the Executive Board or by its members;
To resolve on the issuance of simple debentures, not convertible into shares and without collateral;
Set the Company’s global policies, including strategic business, financial, derivative supplies, risk, investment, environmental, information disclosure, securities trading, dividend distribution, and asset management policies. related parties, spokespersons, human resources, minority interests and tenders and contracts;
Approve the transfer of ownership of the Company’s assets, the constitution of real liens and the provision of guarantees to third party obligations, and may set value limits for the practice of such acts by the Executive Board or by its members;
Approve the Electoral Regulations of the election of the member of the Board of Directors elected by the employees;
Approve the plans providing for the admission, career, succession, advantages and disciplinary regime of the Company’s employees;
To approve the Nomination Policy that contains the minimum requirements for the appointment of members of the Board of Directors and its Committees, the Fiscal Council and the Board of Executive Officers, to be made widely available to shareholders and the market, within the limits of applicable law. ;
Approve and disclose Annual Letter and Letter of Corporate Governance, as provided for in Law No. 13,303, of June 30, 2016;
Implement, directly or through other Company bodies, and oversee the risk management and internal control systems established to prevent and mitigate key risks, including risks related to the integrity of accounting and financial information and those related to the occurrence of corruption and fraud;
To formally express its opinion when the public offerings for the acquisition of shares issued by the Company are held;
Approve the appointment and dismissal of the holder of the Internal Audit area, after hearing the Ministry of Transparency, Supervision and Comptroller General of the Union (CGU), in addition to defining the duties and regulating its operation;
Approve the appointment and dismissal of the holder of the Governance, Risk and Compliance area;
Approve the appointment and dismissal of the holder of the Ombudsman area, define its attributions and regulate its operation;
Arrange the Annual Plan of Internal Audit Activities – PAINT and the Annual Report of Internal Audit Activities – RAINT; and
analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Company, without prejudice to the Fiscal Council’s performance.

§1 The establishment of the human resources policy referred to in item VIII may not count on the participation of the Counselor representing the employees, if the discussions and deliberations on the agenda involve matters of union relations, compensation, benefits and advantages, including social security matters. complementary and assistance, hypotheses in which the conflict of interest is configured.

§2. The formal manifestation, favorable or contrary, referred to in item XV shall be by means of a reasoned prior opinion, disclosed within 15 (fifteen) days of the publication of the public tender offer notice, addressing at least: (i) the convenience and timeliness of the public offering of shares in the interest of the Company and its shareholders, including the price and potential impacts on the liquidity of the shares; (ii) the strategic plans disclosed by the offeror in relation to the Company; and (iii) alternatives to the acceptance of the Public Offering of Shares available in the market.

§3 The opinion of the Board of Directors shall include the reasoned opinion in favor or against the acceptance of the public offering, warning that it is the responsibility of each shareholder to make the final decision on such acceptance.

It is also incumbent upon the Board of Directors to resolve on the following matters:

Basic Organization Plan and its modifications, respecting the charges of each member of the Executive Board, as established in art. 31 of these By-Laws;
Appointment and dismissal of the holders of the general structure of the Company, proposed by the Executive Board, as defined in the Basic Organization Plan, based on the criteria set by the Board of Directors itself;
Authorization for acquisition of shares issued by the Company to be held in treasury or cancellation, as well as subsequent disposal of such shares, except in the cases of the General Meeting, pursuant to the legal, regulatory and statutory provisions;
Exchange of securities issued by it;
Election and removal, at any time, of the members of the Executive Board;
Constituição de subsidiárias integrais, participações da Companhia em sociedades controladas ou coligadas, a transferência ou a cessação dessa participação, bem como a aquisição de ações ou cotas de outras sociedades;
Call of Shareholders’ General Meeting, in the cases provided for by law, publishing the call notice at least fifteen (15) days in advance;
The proposals to be submitted to the shareholders for deliberation at the meeting;
Inclusion of matters in the convening instrument of the General Meeting, not admitting the heading “general affairs”;
Code of Ethics and Guide of Conduct, as well as the Internal Regulations of the Board of Directors;
Company’s Corporate Governance Policy and Guidelines;
Selection and dismissal of independent auditors, who will not be able to provide the Company with advisory services during the term of the agreement;
Management report and accounts of the Board of Executive Officers;
Selection of the members of the Statutory Committees of the Board, among its members and / or market people of renowned experience and technical capacity in relation to the specialty of the respective Committee, and approval of the attributions and operating rules of the Committees;
Matters which, by virtue of legal disposition or by determination of the General Assembly, depend on its deliberation;
integrity and compliance criteria, as well as the other pertinent criteria and requirements applicable to the election of the members of the Executive Board and the appointment of the members of the general structure, who shall meet, as a minimum, those contained in art. 165, §§1, 2 and 3 of these Bylaws;
Decide on trademarks and patents;
and omitted cases of these Bylaws.

Sérgio Agapito Lires Rial	Independent Chairman of the Board of Directors
Graduated in economics and law, with an MBA and with several courses at universities in the USA and Europe, he has a long international career as an executive and member of boards in the financial and AGRO-related sectors, from Asia to the Americas. Since 2023, he has been a member of the advisory board of one of the largest universities in China – Zhejiang University International Business School (ZIBS), as one of the members of the international board and is part of the Advisory Board of FRUX Capital, a large investment fund in Europe, based in Madrid. He is currently president of the Board of Directors of Vibra Energia, one of the largest companies in Brazil, formerly known as BR Distribuidora. He also holds the Presidency of the Board of Directors of Ebury Partners, in London, a global fintech that offers cross-border exchange and payments solutions that boost foreign trade and digital business between several countries. Additionally, he is a member of the board of Brazil Foods (BRF), the largest national food company, and a member of the board of directors of Delta Airlines in the USA for over nine years. On the topic of ESG, he is a member of the global board of The Nature Conservancy (TNC), one of the largest environmental NGOs in the world, based in the USA, and co-chair of the business council focused on environmental conservation in Latin America (LACC). Before that, he was also chairman of the Board and Executive President of Santander Brasil until January 2023 and was also part of the board of the Santander group in Spain. As an executive, he served on the global executive committee of ABN AMRO in Amsterdam, Senior Executive Director at Bear Stearns in New York, Global CFO of Cargill in Minneapolis and CEO of Marfrig Foods, one of the largest beef companies in the world.
Fabio Schvartsman	Independent Member of the Board of Directors
Graduated in Business Administration from the São Paulo School of Business Administration of the Fundação Getúlio Vargas – EAESP/FGV, with a postgraduate degree in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP. He was President Director of Vale (from May 2017 to March 2019) and Permanent Participant of Vale’s Information Dissemination Committee (during the same period), where he also held the position of Permanent Participant and Coordinator of the Strategic Committee (May to October 2017). His main professional experiences include: (i) General Manager and CEO of Klabin S.A. (February 2011 to May 2017), a publicly-based company operating in the pulp and paper sector; (ii) President of SanAntonio International (March 2008 to March 2010), an oil and gas company; (iii) President of Telemar Participações S.A. (April 2007 to March 2008), a telecommunications company; at Ultrapar, a company in the fuel distribution sector, as (iv) Superintendent of Planning, (v) Director of Planning, (vi) Director of Planning and Control, (vii) Investor Relations Officer, (viii) President (Ultraprev), (ix) Managing Partner (Ultra S.A. – Parent Company of Ultrapar) and (x) CFO/Chief Financial Officer (Ultra Group from May 1985 to April 2007); (xi) Member of the Board of Directors of Duratex S.A., a publicly-based company operating in the timber sector, where he also served as (xii) Head of Sector of Economic Studies, (xiii) Head of Development Division and (xiv) Head of planning department (February 1976 to April 1985); and (xv) was a member of the Board of Directors of Pão de Açúcar group, a company in the retail sector. He graduated in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP in 1976, graduated in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP, completed in 1977, and in Business Administration from the São Paulo School of Business Administration of the Getúlio Vargas Foundation – EAESP/FGV, completed in 1979.
Walter Schalka	Independent Member of the Board of Directors
Engineer graduated from ITA and post-graduated from FGV, IMD and Harvard Business School and since 2013 he has been President of Suzano. He began his career at Citibank and, in 1989, took over as Chief Financial and Administrative Officer at Dixie Lalekla. With the merger of Toga and Dixie Lalekla in 1995, he became Managing Director of the Dixie Toga Group and, in 1997, assumed the presidency of the Group. Between 2005 and 2012 he was president of Votorantim Cimentos, being responsible for its operations in Brazil and 14 other countries. Since 2013 at the head of Suzano, Schalka has led important company movements, including the recent merger with Fibria.
Nildemar Secches	Independent Member of the Board of Directors
Graduated in Mechanical Engineering from USP of São Carlos, post-graduated in Finance from PUC Rio de Janeiro, having studied doctorate in Economics from Unicamp. Currently carries out the following charges: (i) since 2008, he is a member of the Board of Directors and the Sustainability and Strategy Committee of Suzano S.A.; (ii) since 1998, is the Vice-Chairman of the Board of Directors of WEG S/A, a publicly-based company whose main activity is the industrialization, production and marketing of industrial systems, machinery and equipment; (iii) since 2004, is the Vice-Chairman of the Board of Directors of Iochpe-Maxion S.A., a publicly-based company whose main activity is the manufacture and distribution of engines, agricultural machinery and equipment and components for the metallurgical, railway and automotive industry; (iv) was a member of the Board of Directors of Ultrapar Participações S.A. between 2002 and 2020, a publicly held company whose main activity is the application of equity in trade, industry, agriculture and the provision of services; and (v) He was a member of the Board of Directors of Itaú-Unibanco from 2012 to 2017. From 1972 to 1990, he worked at the National Bank for Economic and Social Development – BNDES, where he was Director from 1987 to 1990. From 1990 to 1994, he was Corporate General Manager of The Iochpe-Maxion Holding Industry Group and, from 1995 to 2008, he was President Director of Perdigão S.A. From 2007 to April 2013, he was Chairman of the Board of Directors of BRF – Brasil Foods, whose company has a publicly-based activity in industrialization, marketing and food exploration in general.
Claudio Antonio Goncalves	Independent Member of the Board of Directors
Graduated in Law from UniEvangélica, postgraduate in Public Law from the University of Rio Verde (FESURV / Axioma Jurídica) and has an MBA in Financial Business from the Federal University of Rio de Janeiro (UFRJ). He has experience in wealth and investment management, with solid expertise in the area of investments for the private banking (onshore and offshore), retail banking and closed pension markets, having worked in the business and strategic management of various business segments – individuals, rural producers and private clients in Brazil and the United States of America. In the last five years, he served as executive manager of Banco do Brasil (Brasília/DF), having been responsible for implementing the Funding and Investments Unit, a strategic unit responsible for the journey of Banco do Brasil’s investor clients in the retail segment (2017 – 2020 ); general manager at Banco do Brasil (Miami/USA), responsible for the relationship with account holders of the BB Miami branch, which covers the private banking segments and expatriate civil servants of the federal government (2020 – 2023); since 2023, he has served as Director of Investments at the Banco do Brasil Employees’ Pension Fund – PREVI, being responsible for the allocation and management of PREVI’s investments; and in 2024 he was elected as a member of the Board of Directors of the Guarulhos International Airport Concessionaire (GRU).
Mateus Affonso Bandeira	Independent Member of the Board of Directors
Has a degree in computer science from the Catholic University of Pelotas and a specialization in Corporate Finance and Management from FGV and the Federal University of Rio Grande do Sul. He has also an MBA from the Wharton School, University of Pennsylvania and a specialization for CEOs from the Harvard Business School. Between 2011 and 2017, he was Partner-President and CEO of FALCONI. He was member of the Boards of Directors of Banco Pan (2011 – 2017), PDG (2012 – 2016), Terra Santa Agro (2016 – 2018) and Hospital Moinhos de Vento (since 2016). He was a member of Fundação Estudar Deliberative Council between 2012 and 2017. In addition, he was CEO of Banrisul and IR Executive Officer (2010 – 2011) and member of CdA (2008 – 2011), Director/Undersecretary of the Treasury of Rio Grande do Sul (2007 – 2008), Secretary of Planning and Management of Rio Grande do Sul (2008 – 2009). He also served in the Federal Senate (2006), in the Ministry of Finance (2004 – 2005) and in the Secretariat of Finance of Rio Grande do Sul (1993 – 2002).

Board Of Directors’ Advisory Committees

The following committees, linked directly to the Board of Directors, are permanent statutory bodies, whose purpose is to advise the Board of Directors in the fulfillment of its responsibilities.

Financial Committee (FC)

The purpose of the Financial Committee is to advise the Board of Directors on strategic and financial matters, such as risks related to financial management, the proposed strategic plan, the business plan and other guidelines and guidelines related to the scope of the Committee defined in its internal regiment.

Fabio Schvartsman	Coordinator
Graduated in Business Administration from the São Paulo School of Business Administration of the Fundação Getúlio Vargas – EAESP/FGV, with a postgraduate degree in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP. He was President Director of Vale (from May 2017 to March 2019) and Permanent Participant of Vale’s Information Dissemination Committee (during the same period), where he also held the position of Permanent Participant and Coordinator of the Strategic Committee (May to October 2017). His main professional experiences include: (i) General Manager and CEO of Klabin S.A. (February 2011 to May 2017), a publicly-based company operating in the pulp and paper sector; (ii) President of SanAntonio International (March 2008 to March 2010), an oil and gas company; (iii) President of Telemar Participações S.A. (April 2007 to March 2008), a telecommunications company; at Ultrapar, a company in the fuel distribution sector, as (iv) Superintendent of Planning, (v) Director of Planning, (vi) Director of Planning and Control, (vii) Investor Relations Officer, (viii) President (Ultraprev), (ix) Managing Partner (Ultra S.A. – Parent Company of Ultrapar) and (x) CFO/Chief Financial Officer (Ultra Group from May 1985 to April 2007); (xi) Member of the Board of Directors of Duratex S.A., a publicly-based company operating in the timber sector, where he also served as (xii) Head of Sector of Economic Studies, (xiii) Head of Development Division and (xiv) Head of planning department (February 1976 to April 1985); and (xv) was a member of the Board of Directors of Pão de Açúcar group, a company in the retail sector. He graduated in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP in 1976, graduated in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP, completed in 1977, and in Business Administration from the São Paulo School of Business Administration of the Getúlio Vargas Foundation – EAESP/FGV, completed in 1979.
Walter Schalka	Member of Financial Committee
Engineer graduated from ITA and post-graduated from FGV, IMD and Harvard Business School and since 2013 he has been President of Suzano. He began his career at Citibank and, in 1989, took over as Chief Financial and Administrative Officer at Dixie Lalekla. With the merger of Toga and Dixie Lalekla in 1995, he became Managing Director of the Dixie Toga Group and, in 1997, assumed the presidency of the Group. Between 2005 and 2012 he was president of Votorantim Cimentos, being responsible for its operations in Brazil and 14 other countries. Since 2013 at the head of Suzano, Schalka has led important company movements, including the recent merger with Fibria.
Sérgio Agapito Lires Rial	Member of Financial Committee
Graduated in economics and law, with an MBA and with several courses at universities in the USA and Europe, he has a long international career as an executive and member of boards in the financial and AGRO-related sectors, from Asia to the Americas. Since 2023, he has been a member of the advisory board of one of the largest universities in China – Zhejiang University International Business School (ZIBS), as one of the members of the international board and is part of the Advisory Board of FRUX Capital, a large investment fund in Europe, based in Madrid. He is currently president of the Board of Directors of Vibra Energia, one of the largest companies in Brazil, formerly known as BR Distribuidora. He also holds the Presidency of the Board of Directors of Ebury Partners, in London, a global fintech that offers cross-border exchange and payments solutions that boost foreign trade and digital business between several countries. Additionally, he is a member of the board of Brazil Foods (BRF), the largest national food company, and a member of the board of directors of Delta Airlines in the USA for over nine years. On the topic of ESG, he is a member of the global board of The Nature Conservancy (TNC), one of the largest environmental NGOs in the world, based in the USA, and co-chair of the business council focused on environmental conservation in Latin America (LACC). Before that, he was also chairman of the Board and Executive President of Santander Brasil until January 2023 and was also part of the board of the Santander group in Spain. As an executive, he served on the global executive committee of ABN AMRO in Amsterdam, Senior Executive Director at Bear Stearns in New York, Global CFO of Cargill in Minneapolis and CEO of Marfrig Foods, one of the largest beef companies in the world.

Governance, Personnel and Compensation Committee (GPCC)

The purpose of the Governance, Personnel and Compensation Committee, among other attributions provided for in the respective internal regulations or in the Company’s policies, is to analyze the eligibility requirements for investiture in a position of management and fiscal member of the Company, in accordance with the Policy of the Company’s Indication.

Nildemar Secches	Coordinator
Graduated in Mechanical Engineering from USP of São Carlos, post-graduated in Finance from PUC Rio de Janeiro, having studied doctorate in Economics from Unicamp. Currently carries out the following charges: (i) since 2008, he is a member of the Board of Directors and the Sustainability and Strategy Committee of Suzano S.A.; (ii) since 1998, is the Vice-Chairman of the Board of Directors of WEG S/A, a publicly-based company whose main activity is the industrialization, production and marketing of industrial systems, machinery and equipment; (iii) since 2004, is the Vice-Chairman of the Board of Directors of Iochpe-Maxion S.A., a publicly-based company whose main activity is the manufacture and distribution of engines, agricultural machinery and equipment and components for the metallurgical, railway and automotive industry; (iv) was a member of the Board of Directors of Ultrapar Participações S.A. between 2002 and 2020, a publicly held company whose main activity is the application of equity in trade, industry, agriculture and the provision of services; and (v) He was a member of the Board of Directors of Itaú-Unibanco from 2012 to 2017. From 1972 to 1990, he worked at the National Bank for Economic and Social Development – BNDES, where he was Director from 1987 to 1990. From 1990 to 1994, he was Corporate General Manager of The Iochpe-Maxion Holding Industry Group and, from 1995 to 2008, he was President Director of Perdigão S.A. From 2007 to April 2013, he was Chairman of the Board of Directors of BRF – Brasil Foods, whose company has a publicly-based activity in industrialization, marketing and food exploration in general.
Sergio Agapito Lires Rial	Member of the Governance, People and Remuneration Committee
Graduated in economics and law, with an MBA and with several courses at universities in the USA and Europe, he has a long international career as an executive and member of boards in the financial and AGRO-related sectors, from Asia to the Americas. Since 2023, he has been a member of the advisory board of one of the largest universities in China – Zhejiang University International Business School (ZIBS), as one of the members of the international board and is part of the Advisory Board of FRUX Capital, a large investment fund in Europe, based in Madrid. He is currently president of the Board of Directors of Vibra Energia, one of the largest companies in Brazil, formerly known as BR Distribuidora. He also holds the Presidency of the Board of Directors of Ebury Partners, in London, a global fintech that offers cross-border exchange and payments solutions that boost foreign trade and digital business between several countries. Additionally, he is a member of the board of Brazil Foods (BRF), the largest national food company, and a member of the board of directors of Delta Airlines in the USA for over nine years. On the topic of ESG, he is a member of the global board of The Nature Conservancy (TNC), one of the largest environmental NGOs in the world, based in the USA, and co-chair of the business council focused on environmental conservation in Latin America (LACC). Before that, he was also chairman of the Board and Executive President of Santander Brasil until January 2023 and was also part of the board of the Santander group in Spain. As an executive, he served on the global executive committee of ABN AMRO in Amsterdam, Senior Executive Director at Bear Stearns in New York, Global CFO of Cargill in Minneapolis and CEO of Marfrig Foods, one of the largest beef companies in the world.

Statutory Audit Committee – (SAC)

The purpose of the Statutory Audit Committee, without prejudice to others set out in its internal regulations, approved by the Board of Directors, is to analyze and express opinions on the following matters:

Provide an opinion on the hiring and dismissal of independent audit services;
Monitor the performance, independence and quality of the work of independent auditors and internal auditors, as well as the activities of the company’s internal controls area;
Evaluate the quality, transparency and integrity of quarterly information, interim statements and financial statements;
Monitor the effectiveness of internal control processes for the production of financial reports;
Evaluate and monitor the company’s risk exposures;
Evaluate, monitor and recommend to Management the correction or improvement of the company’s internal policies, including the policy on transactions between related parties;
Evaluate situations of potential conflict of interest and give opinions on transactions with related parties;
Provide means for receiving and processing information regarding non-compliance with legal and regulatory provisions applicable to the company, in addition to internal regulations and codes, including provision of specific procedures to protect the provider and confidentiality of information.

Mateus Affonso Bandeira	Coordinator
Has a degree in computer science from the Catholic University of Pelotas and a specialization in Corporate Finance and Management from FGV and the Federal University of Rio Grande do Sul. He has also an MBA from the Wharton School, University of Pennsylvania and a specialization for CEOs from the Harvard Business School. Between 2011 and 2017, he was Partner-President and CEO of FALCONI. He was member of the Boards of Directors of Banco Pan (2011 – 2017), PDG (2012 – 2016), Terra Santa Agro (2016 – 2018) and Hospital Moinhos de Vento (since 2016). He was a member of Fundação Estudar Deliberative Council between 2012 and 2017. In addition, he was CEO of Banrisul and IR Executive Officer (2010 – 2011) and member of CdA (2008 – 2011), Director/Undersecretary of the Treasury of Rio Grande do Sul (2007 – 2008), Secretary of Planning and Management of Rio Grande do Sul (2008 – 2009). He also served in the Federal Senate (2006), in the Ministry of Finance (2004 – 2005) and in the Secretariat of Finance of Rio Grande do Sul (1993 – 2002).
Claudio Antonio Gonçalves	Member of the Statutory Audit Committee
Graduated in Law from UniEvangélica, postgraduate in Public Law from the University of Rio Verde (FESURV / Axioma Jurídica) and has an MBA in Financial Business from the Federal University of Rio de Janeiro (UFRJ). He has experience in wealth and investment management, with solid expertise in the area of investments for the private banking (onshore and offshore), retail banking and closed pension markets, having worked in the business and strategic management of various business segments – individuals, rural producers and private clients in Brazil and the United States of America. In the last five years, he served as executive manager of Banco do Brasil (Brasília/DF), having been responsible for implementing the Funding and Investments Unit, a strategic unit responsible for the journey of Banco do Brasil’s investor clients in the retail segment (2017 – 2020 ); general manager at Banco do Brasil (Miami/USA), responsible for the relationship with account holders of the BB Miami branch, which covers the private banking segments and expatriate civil servants of the federal government (2020 – 2023); since 2023, he has served as Director of Investments at the Banco do Brasil Employees’ Pension Fund – PREVI, being responsible for the allocation and management of PREVI’s investments; and in 2024 he was elected as a member of the Board of Directors of the Guarulhos International Airport Concessionaire (GRU).
Marco Antonio Mayer Foletto	External Member
Graduated in Accounting Sciences from UFRGS (2001) and in Law from PUCRS (2021). Postgraduate degree in Business Management from IBMEC/SP (2008) and UFRGS (2006). He has professional experience built in Brazil, Mexico, USA and India, serving as Controller at Iochpe-Maxion (1992-1998), Dell (1999-2002) and York (2002-2003), Audit Director at Tam (2009-2010) and at CSN (2015) and as Financial Director at RSB Transmissions (2014-2015) and Superbac Biotech (2016). At Gerdau he served as Corporate Audit Manager (2004-2009) and Controller in India (2011-2014). He was an Independent Board Member at Banrisul (2018-2019) and at Petrobras Transportes (2018-2022). He served as an Independent Fiscal Advisor at Falconi Consultores (2015-2017), at General Shoppings (2019-2022) and at Marisa Lojas (2020-2022). He served as an Independent Member of the Audit Committees of Petrobras Transportes (2018-2022), CEEE-RS (2019-2022) and Hospital de Clínicas de Porto Alegre (2019-2021). He is currently (i) Independent Fiscal Advisor at SANEPAR; (ii) Substitute Fiscal Councilor at Metalúrgica Gerdau, (iii) Substitute Fiscal Councilor at Assaí Atacadista, (iv) Substitute Fiscal Councilor at Saraiva Livreiros S.A., (v) Substitute Fiscal Councilor at Positivo Tecnologia S.A and (vi) Substitute Fiscal Councilor at OI S.A.
Pedro Augusto de Melo	External Member
He holds a degree in Accounting and a postgraduate degree in Accounting and Financial Administration from the São Judas Tadeu College of Accounting Sciences in São Paulo. Since March 2, 2020, he has held the position of CEO of the Brazilian Institute of Corporate Governance (IBGC). In July 2021, he was appointed to coordinate the Audit Committee of Hospital Sírio Libanês. He developed his career in the audit areas of Deloitte and KPMG. From 2008 to 2017, he was CEO of KPMG Brazil, accumulating, in 2015, the position of CEO of KPMG South America. On October 1, 2017, he assumed the roles of COO for South America and Client and Market Leader for South America until his retirement from the firm in early 2020. He has also actively participated in other levels of governance at KPMG International, KPMG Americas and KPMG South America. He was Chairman of the Board of Directors of IBRACON – Brazilian Institute of Independent Auditors between 2009 and 2010. He was also a member of the Governance Committee of Amcham Brasil and an executive of the Union of Accounting Firms – SESCON. He is currently a member of the Board of Directors and Coordinator of the Audit Committee of Banco Santander (Brasil) S.A.