Management

MANAGEMENT

The mandate of the executive officers is 2 years and re-election is allowed.

All executive officers have signed a consent term and are personally liable to act in accordance with the Adhesion to the BM&FBovespa’s Novo Mercado Agreement, the Rules of the markets’ Chamber of Arbitration and with the Rules of BM&FBovespa’s Novo Mercado of corporate governance.

São Carlos’ management compensation is aligned with shareholders‘ interests, through a combination of variable compensation by achieving a set of performance goals, and a Stock Options Plan (Portuguese only).

Name Position Date
of Election
End
of Term
Gustavo Machado Mascarenhas CEO and Investor Relations CEO and Investor Relations 2024
Gustavo Machado Mascarenhas has been São Carlos' CEO and Investor Relations Director since January 2024. He previously held the position of Chief Financial and Investor Relations Officer at São Carlos. In his professional career, he has acquired vast experience in the financial and real estate sectors, working for large companies. In his last positions he was a partner at JGP Real Estate and CFO at Saphyr Shopping Centers. He graduated in Business Administration from PUC-RJ and completed an executive development program at the University of Chicago.
Carlos Mauro Galli Montenegro Office Director Office Director 2012
Carlos Mauro Galli Montenegro joined São Carlos in October 2012 to lead the Investor Relations area. Before assuming the Office segment, Mr. Carlos led the FP&A and Operations areas of São Carlos, and was Managing Director of Best Center, the Company‘s retail arm. Mr. Montenegro has a degree in Business Administration from IBMEC-SP and MBAs from INSPER-SP and FGV-SP.

BOARD OF DIRECTORS

The Board of Directors consists of 6 members and 2 alternate members with a 1 year term.

All board members and officers of São Carlos have signed a consent term and are personally liable to act in accordance with the Adhesion to the BM&F Bovespa’s Novo Mercado, the Rules of the markets’ Chamber of Arbitration and with the Rules of BM&F Bovespa’s Novo Mercado of corporate governance.

São Carlos’ management compensation is aligned with shareholders‘ interests, through a combination of variable compensation by achieving a set of performance goals, and a Stock Options Plan (Portuguese only).

Name Position Date
of Election
End
of Term
Felipe Góes Chairman Chairman December 30 , 2023 April 26, 2024 April 26, 2024

Mr. Felipe Góes worked at São Carlos Empreendimentos e Participações S.A. until December 2023 as Chief Executive Officer and is currently Chairman of the Board of Directors, having taken over in January 2024. Before São Carlos, he was a partner at McKinsey, working in the infrastructure and financial sectors in Brazil, Europe and the United States. Mr. Felipe holds a degree in Business Administration from PUC-RJ and an MBA from the University of Michigan.

Jorge Felipe Lemann Member Member April 28 , 2023 1 year 1 year

Jorge Felipe Lemann (Member) - Mr. Jorge Felipe Lemann completed the OPM program at Harvard Business School. He is a member of the Advisory Board of the Security Traders’ Association (Adeval) and member of the Board of Directors of São Carlos Empreendimentos e Participações S/A and B2W - Companhia Digital. In 2003, he founded Flow Corretora de Câmbio, Títulos e Valores Mobiliários S/A and Flow Corretora de Mercadorias Ltda., which after merged its activities into those of Brasil Plural multiple bank. Previously, he had worked since the 90s in the financial and auditing institutions Price Waterhouse Coopers as an assistant auditor; in Célio Pelajo CCV as a junior client operator; in Ativa S/A CCTV as a market trader; in Banco Matrix as a trainee; in Andrade Gutierrez as a project manager; in Unibanco Corretora as a special account operator; and in Link CCTVM as partner responsible for the international area.

Christian Van Hoegarden Herrmann Telles Effective member Effective member April 28 , 2023 1 year 1 year

Earned an Administration degree from the Babson College in the USA (2015). He is a member of Americanas’ Digital Committee. In 2016, he founded the budget consulting firm Altuna and, in 2017, he became a partner of the investment team at Expanding Capital, a Venture Capital fund investing in technology in the USA. Before that, he founded two companies in the social media and web job search fields, and was a programmer at the startup Rithmio, a trainee at Ambev, and a COO at Zé Delivery.

Ury Rabinovitz Independent alternate member Independent alternate member April 28 , 2023 1 year 1 year

Mr. Ury Rabinovitz (Member) is the Finance and Investment Director of VR Group, partner and member of the Executive Committee of VR Investimentos, has been working in VR Group since 2006, leading the investment and portfolio management initiatives of the Group. He has been a member of Bemol S/A‘s Board of Directors since 2018. He has been a member of the Fiscal Council of União Brasileiro-Israelita do Bem-Estar Social (Unibes) since 2018. He was a member of the EBricks Ventures between 2014 and 2019 and has been a member of the Investment Committee of Arlon Latin America Partners since 2013. From 2002 to 2006 he worked at Brasil Telecom S.A. as Business Development and Internet Director and Investment Director, where he led investments and supervised new strategic businesses. Before joining Brasil Telecom, he worked for McKinsey & Company, Construtora OAS and Ernst & Young. He holds an MBA in Business Administration from Faculdades Salvador, an Executive MBA in Finance from IBMEC and an MBA in Finance from the University of Texas at Austin.

Marc Lemann Effective Member Effective Member April 28 , 2023 1 year 1 year

Mr. Marc Lemann (Alternate Member) is a founding partner of the Growth Interface fund, which invests globally in publicly traded companies. He is also a partner of Go4it Capital, which invests in startups innovating in sports, entertainment and well-being. He holds a graduate degree in Economics from Columbia University in 2014.

Marcio Del Nero Independent effective member Independent effective member April 28 , 2023 1 year 1 year

Marcio Del Nero, Director for Audit and Risk at VR & Partner and Member of VR Investimentos Executive Committee. Mr. Del Nero has been with VR since 2000 and leads the accounting/tax, legal, compliance and back-office teams. He is responsible for all internal and external auditing among VR´s companies. At VR Investimentos, he has been involved mainly in legal and tax aspects for merger and acquisition transactions in various sectors such as services, technology and finance. Mr. Del Nero is also responsible for the overseeing succession and tax planning, financial affairs and portfolio risk management for the Szajman Family Office. Prior to joining VR, Mr. Del Nero worked for six years at Ernst & Young in São Paulo, Brazil, and for two years at Ernst & Young in New York. Mr. Del Nero received his Bachelor of Science degree in Economics at Fundação Armando Álvares Penteado - FAAP and Accounting at Instituto de Educação Costa Braga.

Rogério Chor Independent effective member Independent effective member April 28 , 2023 1 year 1 year

Mr. Rogério Chor founded CHL Incorporações in 1987. During two decades, he has built and commercialized more than 2,500 residential and commercial units and has consolidated his position as one of the references in Rio de Janeiro‘s real estate market, winning several awards, such as "Carioca do ano", from Veja Rio magazine, and Entrepreneur of the year, from Destaque ADEMI. In 2006, he sold CHL Incorporações. He was chairman of the Liessin College, of ADEMI, and currently leads the Rogério Jonas Zylberstajn Endowment Fund.

Guili Chor Independent alternate member Independent alternate member April 28 , 2023 1 year 1 year

Mr. Guili Chor is the Director of TGB Empreendimentos, a company focused on the Rio de Janeiro real estate market. During his administration, TGB acquired and manages several commercial enterprises, including concessions for all commercial areas of several SuperVia train stations, such as Central do Brasil. It is also active in the purchase and development of residential developments on the exchange model. He served as vice president of ADEMI-RJ in 2017 and 2018 and as a consultant to the Max Retail real estate fund for 3 years. Mr. Guili Chor holds a bachelor‘s degree in Economics from Puc-Rio.

Veronica Deliza Pereira Alternate member Alternate member April 28 , 2023 1 year 1 year

Mrs. Veronica is part of LTS Investments, having spent the majority of her career investing globally in publicly traded companies. She has stints at Point Break Capital Management and J.P. Morgan. She is currently a director of Grupo 3778. She graduated in Economics at FGV-EESP in 2015.

AUDIT COMMITTEE

Name Position Date
of Election
End
of Term
Marcio Aparecido Alves Correa Effective Member Effective Member 2023 1 Year 1 Year

Bachelor's degree in Business Administration and Accounting Sciences from Universidade São Marcos. He has 35 years of experience working in external auditing, controllership, tax planning, corporate reorganization. He has worked at Varbra, family office of AmBev's controllers, at São Carlos Empreendimentos, where he held the position of Financial Manager from 2006 to 2012 and at Fraiha. Empreendimentos from 2014 to 2021, in the position of Controller. Currently, he is consulting manager at the auditing and consulting company Irko.

Regina Teixeira Henriques Effective Member Effective Member 2023 1 Year 1 Year

He holds a degree in Accounting Sciences from Faculdade Celso Lisboa - Rio de Janeiro, a postgraduate degree in Controllership from Universidade Mackenzie and an MBA in Tax and Accounting Management. Throughout his career, he worked at Lojas Americanas and São Carlos Empreendimentos, where he held the position of Controller from 2005 to 2017.

Rubens Eduardo Campos Cardoso Effective Member Effective Member 2023 1 Year 1 Year

Graduated in Social Communication from Escola Superior de Propaganda e Marketing - ESPM, with specialization in Marketing and Financial Mathematics and Post-Graduated in Real Estate Business from Faculdade Armando Álvares Penteado - FAAP. He is currently a founding partner of Égide, a consulting company focused on real estate solutions. Previously, he was statutory director of São Carlos from 1999 to 2015, and director of Carrefour from 1987 to 1999, in the real estate area..