Board of Directors and Management

Board of Directors

The board of directors is Unidas’ main decision-making body, responsible for establishing policies and guidelines for the Company’s business, including its long-term strategy, the control and supervision of its performance. The board of directors is also responsible, among other things, for supervising Unidas’ executive officers. Brazilian corporate law provides that each board member must hold at least one of the Company’s common shares.

Unidas’ by-laws provide for a board of directors comprised of a minimum of 5 members and a maximum of 15 members, of which one shall be the president. The members of the Company’s board of directors are elected by the Shareholders’ Meeting for two-year terms and they may be reelected and removed at any time, and shall remain in their positions until the appointment of their successors. In accordance with the rules of the Novo Mercado, at least 20.0% of the Company’s directors shall be independent directors.

Unidas’ board of directors meets ordinarily at least once each two months, and extraordinarily when a meeting is called by the president or the majority of the members of the board of directors, with at least five days prior notice by certified mail, fax, telegram or another appropriate means or written prearrangement, and the notice of meeting should contain the time and the agenda. Board of Directors meetings will preferably be held at the Company’s headquarters, remote means being accepted pursuant to the Company’s By-laws. Decisions of the Company’s board of directors require a quorum of a majority of the directors and are taken by majority vote, with the president of its board of directors retaining the tie-breaking vote.

The General Shareholders’ Meeting shall decide, by majority vote and without considering blank votes, prior to their election, the number of board members to be elected each year, provided that there are at least five members. Brazilian corporate law and CVM Instruction No. 282 of June 26, 1998 allow multiple voting whenever required by shareholders representing at least 5.0% of Unidas’ voting capital stock.

Member of the Board of Directors Position Election Date End of Term of Office
Pedro Roque de Pinho de Almeida Chairman April 27, 2017 2018 ASM

Chairman of the Board of Directors. Full member of the board of directors. Graduated in Mechanical Engineering from Instituto Superior Técnico and earned a Master‘s in Business Administration - Marketing from Universidade Católica de Lisboa. Worked at Ford Lusitana‘s sales department from 1987 to 1992. Headed Grupo Santogal‘s "Used Vehicles" project in 1993, and then Marketing and Commercial at Honda Automóvel in Portugal from 1994 to 1996 and Marketing for Companhia Européia de Seguros from 1996 to 1999. Executive officer of Sofinloc from 1999 to 2000 and Banco Esfinge in Madrid in 2001. Joined SAG Group in 2002 as executive director of Multirent - Aluguer e Comércio de Automóveis S.A. Currently a board member of SAG GEST - Soluções Automóvel Globais SGPS S.A. (a listed company).

Luis Miguel Dias da Silva Santos Member of the board April 27, 2017 2018 ASM

Full member of the board of directors. Holds a Business Administration degree from Universidade Católica de Lisboa. He started his career as an auditor with Arthur Andersen & Co. before going on to Banco Comercio Indústria de Portugal, which was subsequently absorbed by Banco Santander. For seven years, he worked on venture capital in SFIR (subsequently absorbed by Espírito Santo Capital). Former CFO and member of the board of directors of Somague group, and worked in Spain as International Investments officer of Sacyr Group (France, United Kingdom, the USA and Brazil) and was a board member of Sacyr affiliates in Spain (Testa) and France (Tesfran). Currently he is Chief Administrative Officer of Grupo SGC (a publicly listed company).

José Maria Cabral Vozone Member of the board April 27, 2017 2018 ASM

Full member of the board of directors. Chief Administrative and Financial Officer of SAG (publicly traded company located in Portugal), degree in Finance from Instituto Superior de Economia de Lisboa. Over 30 years experience, including positions with various Colgate-Palmolive subsidiaries in Portugal, Kenya and Brazil (where he took over as vice-president for Finance in 1988). He has been with SAG since 2001 and was appointed to his current position in April 2006.

Cristiano Gioia Lauretti Member of the board April 27, 2017 2018 ASM

Full member of the board of directors. Holds a Production Engineering degree from USP‘s Escola Politécnica. Over 10 years experience in Latin America private equity. Partner at Kinea Investimentos and head of its Private Equity division from 2009. Started his career at Varig then ABN AMRO (Project Finance) and Banco Itaú. Executive officer of AIG Capital Partners in Brazil from 2000 to 2009 and joined the investment committee of AIG BSSF II Fund ($700 million). Also served on the board of directors of Gol Linhas Aéreas (listed company) and Fertilizantes Heringer (listed company), among others; formerly chairman of the board of directors of Companhia Providência (listed company).

Gabriel Felzenszwalb Member of the board April 27, 2017 2018 ASM

Full member of the board of directors. Holds a degree in Engineering from Universidade Federal do Rio de Janeiro and an MBA from Harvard Business School. On the Private Equity team at da Vinci Partners, then from 2008 to 2010 acted as CEO and CFO of InBrands portfolio company. In 2007, worked in the Private Equity group covering retailing, clothing, telecoms and health for UBS Pactual Gestora de Investimentos Alternativos. Previously analyst with Banco BBM‘s venture capital operation, business consultant with McKinsey & Co., M&A manager with Vivo and associate with GP Investimentos.

Marcos Barbosa Pinto Member of the board April 27, 2017 2018 ASM

Full member of the board of directors. Holds a bachelor‘s degree and doctor in Law from Universidade de São Paulo, master‘s in Law from Yale and master‘s in Economics from Rio de Janeiro‘s Fundação Getúlio Vargas. Also a visiting researcher at Columbia University and professor of corporate law at Rio de Janeiro‘s Fundação Getúlio Vargas (FGV-RJ). Gávea Investimentos partner since May 2011. Director of Brazil‘s Securities Commission (CVM) from 2007 to 2010 and adviser to the president of Brazil‘s Economic Development Bank (Banco Nacional do Desenvolvimento Econômico e Social - BNDES) from 2005 to 2006. Also acted as an attorney with Morrison & Foerster LLP in California (2001-02) and Levy & Salomão Advogados in São Paulo (2003-04), where he advised clients for M&A and private equity transactions.

Lee R. Kaplan Member of the board April 27, 2017 2018 ASM

Member of the Board of Directors. Mr. Kaplan holds a Bachelor of Arts degree in Economics and Accounting from the University of California - Santa Barbara. Mr. Kaplan is the Senior Vice President and Chief Administrative Officer at Enterprise Holdings, Inc.. Mr. Kaplan is the corporate officer with overall responsibility for Enterprise Holdings’ risk management, legal and corporate development functions. He began his career with Enterprise Rent-A-Car in 1985 and has held numerous positions with the company. Prior to joining Enterprise, Mr. Kaplan worked at Ernst & Whinney as a CPA. He is also a Board Member and a member of the Executive Committee of the St. Louis Regional Chamber - the Chamber of Commerce, Industrial Development Corporation and Research Council of Metropolitan St. Louis. Mr. Kaplan is also a member of the Board of Trustees and Executive Committee for Whitfield School and a member of the Board of Directors for Craft Alliance.

Board of Executive Officers

Unidas’ board of executive officers is in charge of representing the Company in and out of court, as plaintiffs or defendants, before third parties, any public offices, federal, state or local authorities, as well as government companies and public sector entities, in connection with the practice of all acts and businesses in general required for the regular course of Unidas’ business and the performance of the activities contemplated in its corporate purposes as described in the Company’s by-laws.

The board of executive officers shall meet on a regular basis at least every 15 days and on an extraordinary basis whenever Unidas’ business so requires, subject to the agenda circulated among its members 24 hours in advance.

Unidas’ executive officers have individual responsibilities which are established by its board of directors and the Company’s by-laws.

Director Position Election Date Office Expires
Carlos Horácio Sarquis CEO January 18, 2017 BDM after 2018 ASM

Graduated in Business Administration from the Universidad Católica Argentina in 1995. Holds a Master in Finance by CEMA in Argentina, in partnership with Chicago University. He completed Chase Manhattan‘s investment banking training program. Between 2015 and 2016, he was the CEO of Grand Cru, Brazil‘s largest wine retail store chain. Previously, since 2011, he was Managing Director of the Rent a Car division and Marketing of Unidas. Between 2002 and 2011, he held senior positions at Itau Unibanco‘s Group in the Retail and Consumer Banking divisions. From 2000 and 2002, he was Partner at LID Group, an Internet Venture Capital firm. From 1998 to 2000 he was a consultant at MCKINSEY & Co. Between 1994 and 1998 he was an investment banker at Chase Manhattan Bank. He is currently CEO of Unidas.

Gisomar Francisco de Bittencourt Marinho CFO and IRO April 20, 2016 BDM after 2018 ASM

Graduated in Economics from the Federal University of Rio de Janeiro - UFRJ in 1987. He completed graduate studies in Economic Engineering and Industrial Administration at UFRJ in 1991 and also holds a master’s degree in Business Administration from COPPEAD - UFRJ (1994) and an MBA in Business Management of Electric Energy from the Getulio Vargas Foundation (2008). Since 2011, he has been the CFO of Unidas S/A. Between 2008 and 2011 he was the CFO and between 2004 and 2008 he was the Controller of CEMAR - Companhia Energética do Maranhão. In 2003 and 2004, he was the Controller of Hotéis Othon, and, between 2000 and 2002, he was the CFO of MASTERSAF - Tecnologia em Serviços de Legislação S.A. Between 1995 and 2000, he was responsible for the Financial Planning and Investor Relations areas of Lojas Americanas. Previously, he worked as Controllership Supervisor at Baker Hughes Equipment - a division of Baker Oil Tools. He is currently CFO and IRO of Unidas.

Levi Avila da Fonseca Filho Officer April 20, 2016 BDM after 2018 ASM

Holds a degree in Business Administration with Finance emphasis from Pontifícia Universidade Católica (PUC-RJ an Executive MBA in Marketing from IBMEC-RJ concluded in 2001 and an International Executive MBA at FIA-SP in 2013. He started his career with Grupo BBM (Crédito, Financiamento e Investimento S/A) from 1995 to 2004 where he rose to manage products, marketing and sales. He was at Itau-Unibanco from 2004 to 2011, where he became a commercial corporate superintendent and then held several directorships in group companies such as credit, joint venture and products. In February 2012, he joined the Unidas team as Executive Director of vehicles acquisition and remarketing and IT and he is currently the Chief Operations Officer.

Fernando Ribaldo Ribeiro Officer April 20, 2016 BDM after 2018 ASM

He graduated in Business Administration from the Pontifical Catholic University of Campinas (PUCC) in 1992. He was a sales manager in Hertz’s fleet management area from 1994 to 1999; the sales manager in charge of LeasePlan‘s start-up from 1999 to 2003; general manager at Bestfleet (SHC Group) from 2003 to 2005; New Service Development Officer at Sodexo from 2005 to 2007; and Regional Officer at the SHC Group -a vehicle distribution and car rental group (Bestfleet) from 2007 to 2013. He is currently Unidas‘ Fleet Management Officer

Marcelo Wanderley Taveira Officer August 01, 2017 BDM after 2018 ASM

Holds a degree in Mechanical Engineering with Production Engineering emphasis from Universidade Federal de Minas Gerais and holds Executive MBA in Economic Engineering from Fundação Dom Cabral. He started his career with H Picchioni Comércio Exterior Ltda. as a trader from 1993 to 1997. From 1997 to 2002, he worked in Mannesmann Demag Ltda., Stola do Brasil Ltda., Mercedes-Benz do Brasil Ltda. and Comau do Brasil Ind. in Marketing, Sales and Purchasing areas. From 2003 to 2013 worked as Purchasing and Fleet Distribution Manager in Localiza Rent a Car S.A. From 2013 to 2017 worked as Purchasing and Fleet Distribution Officer in LM Transportes Ltda. In August, 2017, he joined the Unidas team as Purchasing and Logistic Officer.

Fiscal Council

Under Brazilian corporate law, the fiscal council (Conselho Fiscal) is a corporate body independent from Unidas’ board of directors and its independent auditors. The fiscal council may or may not be a permanent body, and, whenever installed by the shareholders, shall be active only during the relevant fiscal year.

The main responsibilities of the fiscal council are to review management’s activities and the Company’s financial statements and to report its findings to the shareholders. Brazilian corporate law provides that the members of Unidas’ fiscal council shall be paid at least 10.0% of the average annual amount paid to its executive officers, not including their benefits, representation compensation and equity interests. In addition, under the Brazilian corporate law, the fiscal council shall be comprised of three to five members and their respective alternates.

Unidas’ by-laws provide that the Company’s fiscal council is non-permanent, and will be comprised by three effective members and an equal number of alternates, shareholders or not, shall be active only during the relevant fiscal year. Under the Brazilian corporate law, if the fiscal council is not permanent, it can be established at a Shareholders’ Meeting upon the request of at least 10.0% of the shareholders, and its members shall remain in office until the first general shareholders’ meeting of the year following their election. Additionally, minority shareholders holding at least 10.0% of Unidas’ capital stock have the right to elect one member of the fiscal council and his alternate.

Presently Unidas’ fiscal council is not installed.