Management

BOARD OF DIRECTORS

JHSF‘s board of directors is its main decision-making body, responsible for establishing its general business policies, including its long-term strategy. It is also responsible, among other things, for supervising how the executive officers manage the Company‘s business.

According to JHSF‘s Bylaws, the board of directors may not be classified and is composed of not less than five and not more than nine members, in line with the requirements of the Novo Mercado, the special listing segment of the B3 to which the Company has adhered. The number of members of the board of directors is set in the annual shareholders‘ meeting by majority vote of holders of its common shares. The directors are elected in the annual shareholders‘ meeting for a term of office of one year, re-election being permitted, and they may be removed from office at any time by a shareholders‘ meeting.

The Brazilian Corporate Law permits the adoption of cumulative voting, if formally requested by shareholders representing at least 5% of its voting capital. If adoption of cumulative voting is not requested, directors are elected by a majority vote of holders of its common shares present at the meeting or represented by proxy. Shareholders may only vote for groups of candidates that were submitted to JHSF in writing at least five days prior to the date for which the respective meeting has been convened. A shareholder or group of shareholders may submit only one group of candidates to stand election.

Name Occupation Date of Election End of Mandate
José Auriemo Neto Chairman April 09, 2020 AGM of 2021

José Auriemo Neto was chief executive officer from 2006 to May 2014 and currently he serves as executive chairman of the company. He is also chief executive officer of JHSF Par since 2003. He joined the group companies in 1993, and in 1997 founded its services department, by creating the parking lot management company Parkbem. In 1998, he began the shopping center department by obtaining the rights to develop Shopping Santa Cruz, and became responsible for implementing and managing it. He has been a member of its board of directors since JHSF was formed in 2006. He has also been a member of the YPO since 1999, and was an executive officer of that organization for two mandates in the periods 2003/04 and 2004/05.

Thiago Alonso de Oliveira Director April 09, 2020 AGM of 2021

Thiago Alonso de Oliveira is Chief Executive Officer, Chief Financial and Investor Relations Officer of JHSF Participações S.A. He has degree in Law from the Pontifical Catholic University of São Paulo (PUC – SP) and a post-graduate diploma in Finance and Business from the Getulio Vargas Foundation (FGV). He was CFO and IRO of Paranapanema S.A., Perenco Participações S.A. and Lupatech S.A. and Executive Officer for Latin America at General Electric. He developed his career in the service, industrial, energy and banking sectors, with a focus on financial processes and new business development. His main achievements include two IPOs, several capital market debt operations, financial process organization, cost reduction and turnaround programs, the implementation of shared service centers, and operations with development banks and institutional investors. He has taken part in more than 30 M&A transactions and private equity operations.

Osvaldo Roberto Nieto Independent Director April 09, 2020 AGM of 2021

Osvaldo Roberto Nieto was a professor in the Accounting, Finance and Control Department of the Business School of the Getulio Vargas Foundation in São Paulo (FGV-SP) until June 30, 2012. He is a partner of BDO RCS, Consultores & Auditores, former partner and CEO of Baker Tilly Brasil Auditores & Consultores, Head of Baker Tilly International for Latin America and a member of its Board of Directors. He was also a consultant and Planning and Control Officer at Accor, a manager at PWC. and professor of the Post-Graduate Finance Course at ESPM and IBMEC.

Luiz Gonzaga de Mello Belluzo Independent Director April 09, 2020 AGM of 2021

Luiz Gonzaga de Mello Belluzzo, is a member of its board of directors. He graduated in law from the Universidade de São Paulo (University of São Paulo) in 1965. He completed a graduate-level economic development course developed by the CEPAL/ILPES in 1969, specializing in industrial planning and development. He was hired as an assistant professor at the Departamento de Economia e Planejamento Econômico (Department of Economics and Economic Planning), or DEPE, at the Universidade Estadual de Campinas (State University of Campinas), where he received his doctorate in 1975. He became a full professor in 1986. He is currently full professor at Unicamp and editorial consultant to the Carta Capital magazine since 1996. Between 1974 and 1992, he was economics adviser to the Partido do Movimento Democrático Brasileiro (Brazilian Democratic Movement Party), or PMDB, a Brazilian party opposed to the military regime. Between 1985 and 1987, he was secretary for economic policy at the finance ministry. Between 1988 and 1990, he was secretary for science and technology of the state of São Paulo. In 2001, he was included in the “Biographical Dictionary of Dissenting Economists”, among the 100 heterodox economists of the twentieth century. He was awarded the intellectual prize of the year – Juca Pato award – 2005 edition, granted by the União Brasileira de Escritores (Brazilian Writers‘ Union), or UBE, for the book: Ensaios Sobre o Capitalismo no Século XX (Treatises on Capitalism in the 20th Century).

João Alves Meira Neto Member April 09, 2020 AGM of 2021

João Alves Meira Neto, is a member of the board of directors. He also holds the position of Legal Director of JHSF Malls S.A. He held the position of Legal Director of JHSF Participações S.A. until April 2020, when he was elected a member of the Board of Directors. He is a lawyer graduated from the Faculty of Law of the University of São Paulo – USP, with a specialization course at the University of Cambridge. He was an associate lawyer at Pinheiro Neto Advogados, Legal Manager at Metrobanco Banco de Investimentos and Banco Varig, as well as Legal Director at Banco BNL do Brasil and the Schahin Group. He was also a member of the Board of Directors of BNL Previlavoro Fundo de Previdência Privada.

FISCAL COUNCIL

Name Occupation Date of Election End of Mandate
Ariovaldo dos Santos Effective Fiscal Council April 09, 2020 AGM of 2021

Ariovaldo dos Santos, is a member of the Fiscal Council of JHSF Participações S.A. Graduated in Economic Sciences and Accounting Sciences from Fundação Santo André; and Master in Accounting (1980) and PhD in Accounting (1993), he received the title of free-docency in Accounting (1999), by FEA / USP. He developed an academic career as a professor in the Accounting and Actuarial Department at FEA/USP from 1986, becoming a full professor in 2003. He published several books on subjects related to Accounting, and received the title Doctor Honoris Causa by FECAP in 2014. He is director-president, since Jan/05, of Instituto Brasileiro de Pesquisas Contábeis Atuariais e Financeiras – IPECAFI, and was also CEO, between January 2003 and December 2004, and a born member of the Board of Trustees, since April 2009, of the Fundação Instituto de Pesquisas Contábeis Atuariais e Financeiras – FIPECAFI. He was an independent member of the Board of Directors of JHSF Participações SA, member of the Fiscal Council of Paranaense Energy Company – COPEL (2003-2005), Votorantim Celulose e Papel SA (2002-2004), Seara Alimentos SA (2000), VASP – Viação Aérea São Paulo S / A (1975-1977), DERSA – Desenvolvimento Rodoviária S/ A. (1975-1976), CAIC – Cia. Agrícola, Imobiliária e Colonizadora (1975), and FEPASA – Ferrovia Paulista S / A (1974-1976)

Bruno Meirelles Salotti Alternate Fiscal Council April 09, 2020 AGM of 2021

Bruno Meirelles Salotti, is an alternate member of the Fiscal Council of JHSF Participações S.A. Graduated, Master and PhD in Accounting Sciences and studying Actuarial Sciences at the Faculty of Economics, Administration, Accounting and Actuaries – FEA / USP. He also follows his academic career as Prof. Dr. of the Accounting and Actuarial Department at FEA / USP since April 2006, and Coordinator of the International Accounting Laboratory at FIPECAFI. He has also been a member of the Fiscal Council of Via Varejo S.A. since 2018, and a member of the Fiscal Council of Fundação Bunge since 2010. Adviser in matters relating to corporate and international accounting matters. He was an external auditor at Arthur Andersen S/C, an accounting analyst at Dixie Toga S.A and graduate coordinator of the Accounting and Actuarial Department at FEA / USP. Co-author of the book Financial Accounting, organizer and co-author of chapters of the IFRS book in Brazil and also of chapters of the book Manual of International Accounting Standards. He collaborated in writing and revising chapters in the Corporate Accounting Manual, as well as in the book Accounting Information.

Hector José Afonso Effective Fiscal Council April 09, 2020 AGM of 2021

Hector José Alfonso is a member of the Fiscal Council of JHSF Participações SA, a position he had held in the past at JHSF Participações S.A. Graduated in Business Administration Accounting at the University of Buenos Aires in 1970, having the Argentine diploma revalidated by the University of São Paulo – USP in 1981, and also a public accountant authorized by the Catholic University of Quito, Ecuador in 1982. He has experience at PWC, where he worked in Buenos Aires, Asunción, São Paulo and London. Responsible for the Risk and Quality and Knowledge Management functions at the Ecuadorian firm and a member of the Institute of Accounting Investigations of Ecuador until 1986. He was transferred to Los Angeles, California to lead operations with the Latin business community. Afterwards, he was transferred to São Paulo as Risk and Audit Quality leader. Member of IBRACON since 1990, and leader of the Assurance practice (audit and related services) of the Brazilian firm. He was a member of the South American firm‘s Policy Committee from 1999 to 2002. Leader in the Partner Relations and Human Capital area of South American operations, and retired in 2002. He started his career at the World Bank, where he participated as a consultant in convergence projects of accounting and auditing standards in several countries. In 2013 and 2014, he led the review and development of professional quality control and surveillance standards in Poland and Latvia. Translated the professional education standards of the International Federation of Accountants into Spanish.

Norton dos Santos Freire Alternate Fiscal Council April 09, 2020 AGM of 2021

Norton dos Santos Freire is an alternate member of the Fiscal Council of JHSF Participações SA. Bachelor in Accounting Sciences from FAI, he became a member of the board of directors of the Instituto Brasileiro de Executivos de Finanças (IBEF) – Secional Espírito Santo from 1993 to 1996, also joining the career where he became Professor at Faculdade São Luís, in São Paulo, from February to December 1999, Pontifical Catholic University of Minas Gerais, in Belo Horizonte, from August to December 1986 and from the seminar of Paulopolitano Seminar – FAI, in São Paulo de August to December 1989. He is a member of the Fiscal Council of Grupo Vicunha Holdings and Taquari Participações SA, where he was Officer of Internal Audit until February 2017. He was a partner at Addvalue Assessoria e Consultoria until 2018, and Regional Officer of Finance – Latin America at Bearing Point (formerly KPMG Consultoria). He was Officer of Controllership at TAM – Air Transport and Financial Administrative Officer at Prince Waterhouse Coopers Consultores de Empresas, where he was installed as a member of the Management Committee, also acting as the responsible officer of the Vitória office, as well as the officer of the Accounting Commission Audit.

Ademir José Scarpin Independent Effective Fiscal Council April 09, 2020 AGM of 2021

Ademir José Scarpin is a member of the Fiscal Council of JHSF Participações S.A. He is also a business administrator at FGV – Fundação Getúlio Vargas – SP and an accountant, graduated from the Faculty of Accounting Sciences Paulo Eiró. He is an independent member of the Statutory Audit Committee of Hypera (ex-Hypermarcas), acts as a Tax Advisor at Liq (ex-Contax), Investco, Transnordestina Logística e Esporte Clube Pinheiros and acts as an Advisory at Shark-Tratores Group. He served as Chief Executive of Companhia Metalúrgica Prada. He was a member of the Statutory Audit Committee of JHSF Participações S.A., Financial and Controllership Officer at Engeform Construções e Comércio, Brasil Telecom and Grupo Vicunha. He started his career as an auditor at PWC.

João Odair Brunozi Independent alternate Fiscal Council April 09, 2020 AGM of 2021

João Odair Brunozi is an alternate member of the Fiscal Council of JHSF Participações S.A. Graduated in Accounting, with specialization in Tax Law, Postgraduate in Financial Management and MBA in Finance from IBMEC-SP. He started his career at Price Waterhouse Auditores Independentes as a trainee, acting as an auditor for seven years. He has solid experience in the areas of Controllership and Finance, acting as Controller and CFO for over thirty years in large manufacturing industries. At São Paulo Alpargatas was Financial Planning Manager and in the area of Financial Analysis Balances for two years. He joined Grupo Villares in 1985, where he worked for twenty years, as Tax Planning Manager and Controller of several companies in the group and holding company, and accumulated for five years in Investor Relations management. He was Officer of several subsidiaries and Officer (Treasurer) of subsidiary in the United States. In this period, more than a dozen mergers of M&A. At the Gerdau Group, where he joined in early 2006 with a CFO position from Aços Villares, he worked until January 2017 in the positions of CFO at Aços Villares and for the past seven years as Controller (CFO) at Gerdau Diaco (Colombia). He was CFO of Cecil SA Laminado de Metais from April 2017 to July 2019, and is currently Chairman of the Fiscal Council of Concessionária Aeroporto do Rio de Janeiro SA (Tom Jobim Airport) since December 2017 and alternate member of the Fiscal Council of Linx SA since April 2018.

BOARD OF EXECUTIVE OFFICERS

The executive officers are JHSF‘s legal representatives. They are also the principal individuals responsible for the Company‘s day-to-day management and for implementing the general policies and directives set forth by the board of directors.

According to the Brazilian Corporate Law, each member of the executive board should be resident in Brazil, and may or may not be a shareholder. In addition, up to a maximum of one-third of the positions of the board of directors may be occupied by members of the executive board.

The executive officers are elected by the board of directors for a three-year term of office, with reelection permitted, and may be removed from office at any time by the board of directors.

Name Occupation Date of Election End of Mandate
Thiago Alonso de Oliveira Chief Executive Officer, Chief Financial Officer and Investor Relations Officer January 31, 2018 January 31, 2021

Thiago Alonso de Oliveira is Chief Executive Officer, Chief Financial and Investor Relations Officer of JHSF Participações S.A. He has degree in Law from the Pontifical Catholic University of São Paulo (PUC – SP) and a post-graduate diploma in Finance and Business from the Getulio Vargas Foundation (FGV). He was CFO and IRO of Paranapanema S.A., Perenco Participações S.A. and Lupatech S.A. and Executive Officer for Latin America at General Electric. He developed his career in the service, industrial, energy and banking sectors, with a focus on financial processes and new business development. His main achievements include two IPOs, several capital market debt operations, financial process organization, cost reduction and turnaround programs, the implementation of shared service centers, and operations with development banks and institutional investors. He has taken part in more than 30 M&A transactions and private equity operations.

Wilmar Silva Rodriguez Executive Vice-President January 31, 2018 January 31, 2021

Wilmar Silva Rodriguez, Executive Vice President of JHSF Participações S.A. – working in JHSF since September 2013, as a director. He is economist, graduated in Pontificia Univerdade Catolica of Rio de Janeiro and holds an MBA from Thunderbird School of Global Management, USA. Previously, he was managing director at Vera Cruz Empreendimentos Imobiliários, for thirteen years he was managing director at Transamerica Expo Center & Transamerica Eventos and was also corporate finance at Banco Real de Investimento.

Karine Monteiro de Oliveira Statutory Director March 29, 2019 January 31, 2021

Professional with 18 years of experience in the industrial, construction and real estate development and food distribution sectors, in companies such as Gafisa, Tenda, Alphaville and DFS (invested by GP and Pátria Investimentos). Solid experience in the implementation of policies and practices of fixed remuneration, variable and Stock Options, outsourcing of payroll, adaptation to e-social and management of benefits. Responsible for all of the subsystems of People and Management – R&S, T&D, Performance Evaluation, Trainee and Internship Programs, Compensation, Labor Relations, HR Indicators and management and analysis tools, goal setting, routine management and standardization procedures.

STATUTORY AUDIT COMMITTEE

Name Occupation Date of Election End of Mandate
Osvaldo Roberto Nieto Effective Member May 24, 2020 5 years

Osvaldo Roberto Nieto is independent director of JHSF Participações S.A. Board of Directors. He was a professor in the Accounting, Finance and Control Department of the Business School of the Getulio Vargas Foundation in São Paulo (FGV-SP) until June 30, 2012. He is a partner of BDO RCS, Consultores & Auditores, former partner and CEO of Baker Tilly Brasil Auditores & Consultores, Head of Baker Tilly International for Latin America and a member of its Board of Directors. He was also a consultant and Planning and Control Officer at Accor, a manager at PWC. and professor of the Post-Graduate Finance Course at ESPM and IBMEC.

Francisco Montagner Neto Effective Member May 24, 2020 5 years

Francisco Montagner Neto holds a Bachelor of Science in Accounting with a specialization in Foreign Trade. He started his professional activities at Banco Real S.A. and joined PriceWaterhouseCoopers in 1978 with audit functions and later developed his career as a manager in business management and tax consultancy. He was appointed responsible for Price’s internal and external training Waterhouse. Between 1999 and 2003 he was an accounting professor at Faculdades Teresa Martin. Since 2000 he is a consultant and partner at Take Control Controladoria e Contabilidade Ltda .. Member of the Institute Brazilian Accountants – IBRACON, Member of the National Association of Finance, Administration and Accounting Executives – ANEFAC (affiliated with IMA – Institute of Management Accountants – USA) and Member of the Regional Accounting Council of the State of São Paulo.