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Executive Management, Boards and Committees

Corporate Governance

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.

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.

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