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 March 16, 2018 December 31. 2019

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).

Luís Fernando Memoria Porto Member of the board March 16, 2018 December 31. 2019

Luis Fernando Memoria Porto, in 1993 and at the age of 22, was a founding partner of Locarvel, and currently holds 23.50% of the capital stock of our company. Porto is currently the Vice-Chairman of Locamerica Board of Directors and the Chief Executive Officer. Porto graduated with a degree in business administration from the University FUMEC and specialized in business at Fundação Dom Cabral. Additionally, he is one of the founding members of Via Jap Comércio de Veículos Ltda., the second largest Mitsubishi vehicle dealership in Brazil, founded in 2003, as well as Via Natsu Comércio de Veículos Ltda., a Suzuki vehicle dealership founded in 2008.

Lee R. Kaplan Member of the board March 16, 2018 December 31. 2019

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.

Sérgio Augusto Guerra de Resende Member of the board March 16, 2018 December 31. 2019

Sérgio Augusto Guerra de Resende has over 20 years of experience in the automotive market. He is one of the founding members of our Company and currently holds 23.50% of the capital stock of our company. Mr. Resende is currently the Chairman of our Board of Directors. He is also CEO of both Via Jap Comércio de Veículos Ltda., the second largest Mitsubishi vehicle dealership in Brazil, and Via Natsu Comércio de Veículos Ltda. In 2002, he was considered to be the largest vehicle dealer in Brazil based on his performance with Grupo Auto-house. In 2004 and in 2005, he won the diamond concessionaire title from the Mitsubishi Group for the performance of Via Jap Comércio de Veículos Ltda., which was under his management at the time.

Wilson José Benali Member of the board March 16, 2018 December 31. 2019

Wilson José Benali holds a degree in Electrical and Electronics Engineering, an MBA in Business Management from the Getúlio Vargas Foundation, and has vast professional experience, especially in his career at Auto Ricci SA, during which he held the position of Administrative and Financial Officer between 2008 2017 and also served as a member of the Board of Directors of this company from 2010 to 2017.

Francisco Nuno Pontes Correia Neves Independent Member of the board March 16, 2018 December 31. 2019

Francisco Nuno Pontes Correia Neves has an undergraduate degree in Mechanical Engineering from the Universidade Federal de Minas Gerais as well as a graduate degree in Business Administration from the Universidade Federal do Rio de Janeiro. Between 1991 and 2001 he worked at AmBev, during which time he came to occupy the position of general manager of direct distribution. Between 2001 and 2006 he served as director of logistics planning at Vale. During this time, Mr. Neves also served on the board of directors of MRS Logística S.A. and served as the financial and administrative officer of Ferrovia Centro Atlântica S.A. Between March and September 2007 he served as CEO of CEMAR, as well as executive officer of Equatorial Energia. Between 2007 and 2009 he served as chief executive officer of ETH Bioenergy S.A. and between 2010 and 2011, Mr. Neves served as the CEO of Embraport, and executive officer of OTP - Odebrecht Transport. Currently, in addition to being a member of our board of directors, Mr. Neves has, since October 2011, served as the CEO of Haztec.

Eduardo Luiz Wurzmann Independent Member of the board March 16, 2018 December 31. 2019

Eduardo Luiz Wurzmann holds a Bachelor’s degree in Economics by USP, in 1987, and completed the MBA course in Finance by University of Illinois, in 1991. He is a Fellow from the Henry Crown Fellowship Program, at Aspen Institute, having the course completed in 2005. Between 1991 and 1993, Mr. Wurzmann worked at Banco de Investimentos Garantia, in São Paulo, as an investment analyst. Between 1993 and 2000, he worked at the French investment bank Credit Agricole Indosuez Securities, in Brazil and in Russia, where he held the position of Managing Director. Between 2000 and 2011, he also held the position of CEO of Grupo Ibmec Educacional, one of the largest education groups in Brazil focusing on the economics and business areas. In 2011, he held the position of Director-General at H&R Block Brasil, worldwide leading company at preparation of individual tax income return, having over 26 million customers around the world. At last, Mr. Wurzmann currently does not hold any management position at any other public corporation.

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 April 05, 2018 April 05, 2019

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.

Marco Túlio de Carvalho Oliveira CFO and IRO April 05, 2018 April 05, 2019

Holds a degree in Actuarial Science from the Pontifical Catholic University of Minas Gerais, a postgraduate degree in statistics from the Federal University of Minas Gerais. Marco has 16 years of experience in the administrative and financial areas, working in Industry, Pension Institution and Financial Institutions, and since 2012 has held positions of leadership in Locamerica. Marco is currently CFO and IRO in Unidas.

Levi Avila da Fonseca Filho Officer April 05, 2018 April 05, 2019

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 05, 2018 April 05, 2019

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

Paulo Alexandre Chequetti da Rocha Officer April 05, 2018 April 05, 2019

He graduated in Business Administration and Postgraduate in Marketing and Finance from Universidade Cândido Mendes / RJ. He began his career in the financial market, where he stayed for more than 20 years, having worked at Banco Real, Cetelem / BNP Paribas and Itaú-Unibanco, as Regional Manager, Superintendent and Executive Manager. His professional career is developed in the segment of services, with operations in several markets, including the driving start-up projects, restructuring of operations and regional office management. His experience in retail will give through partnerships management, operations cobranded cards and joint venture. He joined the team Unidas in 2011 and is currently Car Rental Commercial and Service Network 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.