Governance

The Board of Directors is responsible for the determining policies and guidelines to the Company’s business, as well as responsible of determing, supervising and monitoring the activities of the Executive Officers, choosing independent auditors and implementing and supervising internal audits.

Currently, the Board of Directors is composed by the following members:

We set out below a summary of the professional experience, specializations and main external commercial interests of the current members of the Board of Directors.

Eugênio Pacelli Mattar. Mr. Eugênio Mattar is one of the founding partners of Localiza Rent a Car SA, he graduated in Civil Engineering from the Federal University of Minas Gerais in 1975, where he also did a postgraduate degree in Economic Engineering in 1976 and participated in the Advanced Management Program of INSEAD. In addition to being Chairman of the Board of Directors, a member of the Governance and Nominating Committee of Localiza Rent a Car SA and Chair of the Board of Directors of Localiza Fleet SA, Mr. Eugênio Mattar acts as: Director of Locapar Participações e Administração Ltda.; managing partner of EM Participações e Administração Ltda .; partner of Mattar Participações Ltda.; shareholder and member of the Board of Directors of OMNI Táxi Áereo; indirect shareholder and member of the Board of Directors of Pottencial Seguradora S.A.; indirect shareholder and member of the Board of Directors of Toro Investimentos S.A.; indirect shareholder of Finlândia Corretora de Seguros Ltda.; managing partner of EPMI Administração de Imóveis Ltda.; and partner of MXM Holdings Ltda.. One of the founders of the Movimento Bem Maior, an organization that seeks to expand investment in philanthropy in Brazil, Eugênio argues that attitudes that transform and improve people’s lives matter for a more egalitarian society. He invests his own resources and takes the time to share his experience and help train entrepreneurs. He accumulates in his curriculum the role of president in Minas Gerais of the Directing Council of Junior Achievement, a global institution that takes entrepreneurship to public schools, and is one of the leaders of Estímulo 2020 in Brazil, a financial support program for small and medium entrepreneurs affected by coronavirus pandemic. At Localiza, in addition to his current duties, he was Vice President and Executive Director.

Luis Fernando Memoria Porto. Mr. Luis Fernando graduated in business administration at FUMEC University and did his specialization in Business at Dom Cabral Foundation. Luis Fernando Memória Porto, in 1993 and at the age of 22, was one of the founding partners of Companhia de Locação das Américas. Additionally, he is one of the founding partners of Via Jap Comércio de Veículos Ltda., the 2nd largest car dealership of Mitsubishi brand in Brazil, founded in 2003, of Via Natsu Comércio de Veículos Ltda., a car dealership of Suzuki brand, founded in 2008, of Via Trucks Comércio de Caminhões Ltda., a truck dealership, founded in 2013, and member of the Board of Directors of BM Rio, a car and motorcycle dealership of BMW and Mini Cooper brand, founded in 2020. In addition to his work in the automotive and mobility sector, he is also an Advisory Board Member of Instituto Mano Down, a non-profit institution that promotes the inclusion and autonomy of people with Down syndrome and other disabilities.

Paulo Antunes Veras. Mr. Paulo Veras is passionate about technology and entrepreneurship, an investor in startups and a member of the board of Localiza and Boticário. He was founder and CEO of 99. He was director and advisor of Endeavor, an NGO that promotes high-impact entrepreneurship. He is a Mechatronics Engineer from Poli-USP and an MBA from INSEAD. He has founded six digital startups since 1995. He has written 2 books, “Unicórnio Verde-Amarelo” (2020) and “Por dentro da bolha” (2004).

Paula Magalhães Cardoso Neves. Former CEO at Rede / Partner Itau-Unibanco.  Paula has 30 years of experience in financial services. Before joining Rede, Itau Acquiring company, she has held a variety of management positions in HSBC, Citibank and Carrefour Group Brazil, where she was CEO of Carrefour Bank and CEO of Carrefour eBusiness which comprised, IT, eComm, Data & Analytics and new distribution channels. Paula was responsible for Carrefour digital transformation and acceleration in Brazil. Paula held a position as a Board Member at Carrefour Bank operation in Brazil until Jan 2024. In 2020, Paula took the position of CEO at Rede, largest acquiring company in Brazil and led  Rede until July 2023. During this period, Rede accomplished its digital transformation  and, for the first time, achieved leadership in Brazilian market. She holds a degree from PUC-RJ in Advertisement, MBA at Dom Cabral Foundation, Post MBA at Kellogg University, Advanced Management Program at Dom Cabral Foundation and Business Strategy & Execution at IMD.

Artur Noemio Grynbaum. Mr. Artur Noemio holds degrees for Business and Economics from FAE, in addition has an MBA in Finance from IBMEC. Was one of the founders of the Institute for Retail Development and from 2008 to 2021 acted as CEO of the Boticário Group. Currently, Mr. Artur Noemio is the Vice President of Boticário’s Group Board of Directors, President of the Boticário Group foundation for nature protection and President of the deliberative council for the Brazilian Association of the Personal Hygiene, Perfumery and Cosmetics Industry.

Maria Letícia de Freitas Costa. Ms. Maria Letícia has a degree in Production Engineering from the Polytechnic School of the University of São Paulo and obtained her MBA from the Johnson School of Cornell University. From 1994 to 2010, she was Vice-President of Booz & Company (today Strategy &), having been President of the operation in Brazil from 2001 to 2010. She was a member of the Board of Directors of Sadia S.A.; Gafisa and TECHNIP. She served as a member of the Audit Committee of Votorantim Industrial, Votorantim Metais and Companhia Brasileira de Alumínio. At Votorantim Cimentos, she served as a member of the Audit Committee and as Coordinator of the Strategy Committee. She was Coordinator of the Strategy Research Center and Director of Postgraduate studies at Insper. She also served as: Director responsible for strategic and organizational planning at the Association of Automotive Engineers; member of Marcopolo’s Board of Directors and strategy committee; member of Bematech’s Board Strategy Committee. She is currently an Advisor and member of Embraer’s Strategy and People Management Committee; partner of Prada Assessoria, a company dedicated to business consultancy; member of the Board of Directors and Coordinator of the Strategy Committee of Totvs S.A.; and member of the Board of Directors of Mapfre S.A., a company in the insurance industry, in Spain and Brazil. At Localiza, she serves as Vice-Chairman of the Board of Directors, is the Coordinator of the Audit, Risk Management and Compliance Committee and a member of the Governance and Nominating Committee. In addition to these, she served until 2018, as a member of the People Management and Strategy Committee of the Company.

André Sapoznik. Mr. André Sapoznik developed a 25-year career at Itaú Unibanco, spending the last 6 years as a member of the Executive Committee. He was the director responsible for business services to individuals and small businesses, payments, digital, remote channels, investments, corporate venture capital, technology, operations, and marketing. Currently, he is involved in investment activities in technology and science-based companies in Brazil and the USA. He is a board member of the Instituto Vencer o Câncer and the innovation and entrepreneurship committee of the Hospital Israelita Albert Einstein. He holds a degree in Production Engineering from the University of São Paulo and an MBA from Stanford University Graduate School of Business.

The Executive Board will be made up of, at least, four (4) and, at most, twelve (12) Officers, all of which residing in the Country, and elected by the Board of Directors. Of the Officers, one shall receive the designation of CEO, another one will receive the designation of CFO and Investor Relations Officer, one of them may receive the designation of Vice-Chief Executive Officer and the other ones will receive the designation of Executive Officers.

We set out below a summary of the professional experience, specializations and main external commercial interests of the current officers.

Bruno Sebastian Lasansky. Mr. Bruno Lasansky holds a degree in Industrial Engineering from the Instituto Tecnológico de Buenos Aires and obtained his MBA from the Wharton School in the USA. He has been in Localiza for 7 years. From 2014 to 2016, he led, as an external consultant, important initiatives for strategic definition, operational excellence and innovation of the company. From 2016, he became an integral part of the Company’s executive body, initially as Executive Director of the Car Rental Division and then as Chief Operating Officer (COO), currently he is Chief Executive Officer (CEO) of Localiza Rent a Car S.A.. Mr. Bruno Lasansky is also a member of the Deliberative Council of the Localiza Institute. Prior to Localiza, he was a partner at Bain & Company, working on operational improvement, strategy and M&A projects for national and international groups.

Rodrigo Tavares Gonçalves de Sousa. Mr. Rodrigo graduated in Civil Engineering in 2001 from UFMG and holds an MBA from Columbia University in 2006. Mr. Rodrigo worked at strategy consulting firms Booz Allen Hamilton and Mckinsey&Company in Brazil and abroad and was Director of new business for the Private Equity Patria fund. He is currently the CFO and is responsible for pricing Used Cars, in addition to holding the position of Investor Relations Officer for the Company.

Joao Hilario de Avila Valgas Filho. Mr. João Ávila graduated in Mechatronic Engineering in 1999, holds a master’s degree in Computer Science with specialized in robotics from UFMG and Post Graduate Degree in Management from Fundação Dom Cabral. Prior to joining Localiza, he worked for Bain & Company, a strategic consulting firm with operations in Brazil and abroad and was Head of Strategic Planning for the Arcelor Mittal Group for South America. He currently serves as Chief Operating Officer of all Localiza Rent a Car S.A. business units and as a member of the Board of Directors of Localiza Fleet S.A.

Elvio Lupo Neto. Mr. Elvio Lupo holds a degree in Naval Engineering from the University of São Paulo in 2004 and obtained his MBA from the Kellogg School of Management in 2009. Prior to joining Localiza, he worked for The Boston Consulting Group (2005 to 2010) and Rodobens (2010 to 2018), where he was the General Manager of Automotive Retail. Mr. Elvio Lupo is Managing Director of Localiza’s Car Rental division, having joined the Company in 2018.

Breno Davis Campolina. Mr. Breno Campolina holds a degree in Business Administration from the Federal University of Minas Gerais, a postgraduate degree in Business Management and an Executive MBA from FDC. He has more than 15 years of career in governance, management of cross-functional teams, projects, change management and strategic planning with a focus on growth and profitability, being a key player in the growth of companies such as Maquira Dental Products and Geneseas Aquacultura.

Flávio Mergener Salles.Mr. Flávio Mergener Salles is a business administrator, postgraduate in management applied to retail, and holds an MBA in Marketing and an MBA in Management from FGV. Mr. Flávio Mergener Salles has experience in business management in the retail segments (Via Varejo, Lojas Americanas and Mesbla), Technology (Motorola and Tyco/Sensormatic, BTX Digital) and in Telecommunications (BCP, Claro, Oi and Telemar), with knowledge of the consumer/B2C and B2B market. He has experience in the implementation of business models and startups, in sales management and operation, as well as in the development and implementation of strategies, restructuring, prospecting, new businesses and markets, and has expertise in the integration of sales channels (on and offline ), transforming innovation and technology into competitive advantages.

Suzana Fagundes Ribeiro de Oliveira. Ms. Suzana Fagundes graduated in law from the Pontifical Catholic University of Minas Gerais. She has a postgraduate degree in business law and economics from Fundação Getúlio Vargas, has L.LM from Northwestern University School of Law (USA) and a postgraduate degree in business administration from JL Kellogg Graduate School of Management (USA), in addition to executive extension courses by Fundação Dom Cabral, Insead (France), among others. Ms. Suzana Fagundes was Vice President of HR, Legal, Institutional Relations, Sustainability & Compliance at ArcelorMittal Brasil, where she worked for 12 years, having also worked in top national and North American offices. Currently a counselor at W.I.L.L. – Women in Leadership in Latin America (NGO that aims to increase female empowerment), of which she is also a founder. She is also an advisor and member of the board of directors of ABRASCA-Brazilian Association of Public Companies, coordinator of the Ibrademp competition law commission and served as coordinator of the Minas Gerais Chapter of IBGC – Brazilian Institute of Corporate Governance. In 2019, she joined the Company to take over the Legal area.

Dirley Pingnatti Ricci. Mr. Dirley Ricci graduted in Business Administration from the State University of Maringá. Was the founder and CEO of Ricci Rentals from 1993 to 2017. Acted as commercial VP and Head of Asset Management at Locamerica. Currently, Mr. Dirley Ricci is the Executive Officer for Assets Purchase at Localiza.

André Luiz Lopes Petenussi. Mr. André Petenussi holds a degree in Electrical Engineering from Universidade Católica de Santos in 2002 and began his professional career in Submarino, a pioneer in the Brazilian e-commerce market. He has accumulated 15 years of experience in the national e-commerce market, both in startups such as Oppa and Kanlo, as well as in executive positions at B2W Digital and Walmart, as well as being CTO of the Netshoes Group where he left in 2019 to take over the Localiza Technology.

Daniel Guerra Linhares. Mr. Daniel Linhares holds a bachelor’s degree in Business Administration from UFMG (2004) and graduate degrees from Fundação Dom Cabral (2006) and Fundação Getúlio Vargas (2009), where he pursued the international module in Irvine. He started his career in Vale where he worked for 5 years (2002 to 2007) and later took charge of the Management Department of CEMAR, Equatorial Group where he worked from 2007 to 2011. He later joined the Private Equity team of Vinci Partners as main responsible for the People and Management model of the Fund’s investments (2011 to 2013), before becoming a Director. Since 2017 he has served as the Company’s Chief People Management Officer.

Currently, the Fiscal Council is composed by the following members:

Localiza seeks to comply with the Corporate Governance Guidelines suggested by IBGC (Brazilian Institute of Corporate Governance), as shown below:

	YES	NO	NOTE:
1 – TRANSPARENCY (DISCLOSURE)
1.1 – Portuguese and english website
1.2 – Public Investors meetings
1.3 – Road-shows
1.4 – Disclosure of relevant information and stock trading policy
1.5 – Calendar of events
1.6 – Immediate communication of relevant information through CVM/BM&FBovespa IPE/EmpresasNet) and Market
1.7 – Conflict Resolution by Arbitration determined in Bylaws
1.8 – Independent Audit
2 – FAIRNESS
2.1 – Code of Ethics
2.2 – Listed in Novo Mercado
2.3 – Tag-Along rights (100%)
2.4 – Dividend Policy
2.5 – Free-Float (Minimum of 25% of the shares)
2.6 – Capital only represented by Common Shares
2.7 – Adhesion to the Arbitration Chamber
3 – ACCOUNTABILITY
3.1 – Possibility of establishing the Fiscal Council
3.2 – Board of Directors composed by 6 to 8 members
3.3 – Two-year terms, with reelection allowed
3.4 – Board of Directors members elected by minority shareholders			There was no indication of minority
3.5 – Independent Directors			(more than 50%)
3.6 – Board of Directors with pre-determined activities as per Internal Rules
3.7 – Annual Report presents the Management participation in the Company’s Capital
3.8 – Annual Report presents the Management’s individual or aggregated compensation
3.9 – Financial Statements available according to the International Accounting rocedures
3.10 – Auditing, Internal control (COSO)
3.11 – The main executive is annually evaluated by Board of Directors
3.11.1 – The Board of Directors approves the Management evaluation
3.11.2 – The Board of Directors does its own evaluation and the Individual evaluation of each member of the Board
3.12 – The compensation of the executive officers is structured in order to be tied to the Company’s results
3.13 – The CEO and the Chairman of Board of Directors positions are performed by different persons
3.14 – Availability of:
3.14.1 – Related parties contracts disclosed through CVM
3.14.2 – Stock Options Program
4 – Compliance
4.1 – We obey regulatory rules expressed in By-Laws, Internal rules and Legal Institutions in the Country
4.2 – Committees
4.2.1 – Audit, Risks and Compliance Committee			Report to the board of directors
4.2.2 – Integrity Committee			Report to the CEO
4.2.3 – Disclosure Committee			Report to the CFO
4.2.4 – Personal Management and Compensation Committee			Report to the board of directors
4.2.5 – Governance Committee			Report to the board of directors
4.2.6 – Sustainability Committee			Report to the CEO

The Company aims to maintain the highest Corporate Governance standards, which add value and ensure fairness, compliance, transparency and accountability to all shareholders. In its IPO, the Company joined Novo Mercado of B3, the highest Corporate Governance level, granting tag along rights of 100% to its shares.

Some of the Novo Mercado rules related to the Corporate Governance structure and the rights of shareholders:

• The capital should be exclusively compounded of common shares with voting rights;
• In case of sale of the controlling position, all shareholders are entitled to sell their shares at the same price (100% tag along rights);
• In case of delisting or cancellation of the Novo Mercado contract with B3, the company must hold a public offer to repurchase the shares of all shareholders for, at least, its economic value;
• The Board of Directors must be comprised of at least five members, being 20% independent directors with unified two- years term;
• Minimum free-float of 25% of the shares;
• Disclosure of more detailed financial data , including quarterly reports with cash flow statement and consolidated reports reviewed by an independent auditor;
• Provide annual financial reports on an internationally accepted standard;
• Monthly disclosure of the shares traded by directors, officers and controlling shareholders.
• In line with the best corporate governance practices, on May 30, 2011 Localiza signed on to the ABRASCA Self-Regulation Code and Good Practices for Publicly-Traded Companies.

Access here Listing Rules of Novo Mercado (Portuguese only)