Board of Directors

Multiplan’s Board of Directors is a collective decision-making corporate body, responsible for formulating and monitoring the implementation of general business policies, including the long-term strategy. Among other attributions, it appoints and supervises Multiplan’s Executive Officers. Pursuant to Brazilian Corporation Law, the Board of Directors is also responsible for appointing the independent auditors.

According to Multiplan’s Bylaws, the Board of Directors must meet once each quarter or on a special basis whenever the corporate interests require such a meeting. The resolutions of the Company’s Board of Directors are adopted by a majority of votes of the members attending a duly convened meeting.

Pursuant to Multiplan’s Bylaws, the Board of Directors must be composed of a minimum of five and a maximum of 10 members. The members of the Board are elected at the General Shareholders Meeting for a two-year term of office and are eligible for reelection. Any member may be removed at any time by a Shareholders Meeting. Under the Level 2 listing rules, at least 20% of the members of our Board of Directors must be independent members. The qualification of a member as an independent member must be expressly identified in the Shareholders Meeting that elected them.

 

Member	Title	Date of Election	End of term of office
José Isaac Peres	Chairman	April 26, 2024	until 2026’s AGM
Mr. Peres is a member of the Company’s Board of Directors and served for almost 50 years as Multiplan’s Chief Executive Officer before being succeeded in the position by Mr. Eduardo Kaminitz Peres. He has a degree in economics from the Faculdade Nacional de Economia da Universidade do Brasil. He founded Multiplan in 1974 and, throughout his professional career,  participated and implemented more than 350 real estate developments, with 35,000 units sold in Brazil and abroad. He conceived and is a founding member of the Brazilian Association of Shopping Centers, or ABRASCE, and also of the Association of Managers of Real Estate Companies (Associação de Dirigentes de Empresas do Mercado Imobiliário).
Eduardo Kaminitz Peres	Member	April 26, 2024	until 2026’s AGM
Mr. Eduardo Kaminitz Peres is a member of the Board of Directors and Multiplan’s Chief Executive Officer. He has a degree in business administration from Universidade Cândido Mendes and has worked under different titles since 1988, when he joined the Company. In 2000, he took office as the head of the Company’s Operations area and, in 2007, he became  Vice-President of Operations, where, supported by his more than 30 years of professional experience, he led the excellence performance of the Company’s shopping centers.
Ana Paula Kaminitz Peres	Member	April 26, 2024	until 2026’s AGM
Ms. Ana Paula Kaminitz Peres joined the Company in 2008, occupying positions in the commercial area. In 2012, she participated actively in the VillageMall inauguration, shopping center that has exclusive national and international brands in the luxury segment. Currently, she holds the position of Commercialization Superintendent, being especially responsible in the relationship with international brands.
Antonio Paulo Carvalho Pierotti	Independent Member	April 26, 2024	until 2026’s AGM
Mr. Antonio Pierotti is an economist graduated from the University of Brazil and has an extension in Finance from the IAG of PUC Rio de Janeiro. In January 1985, he founded Conshopping Planejamento e Consultorias Ltda., a company specialized in planning, leasing and development of shopping malls, with participation in more than 60 projects throughout the country, where he still operates today. Previously, he served as Director of the Commercial Department of Exposição Modas S.A., Director of CICLO (Brazilian Company of Fiduciary Services) and Director of Planning and Marketing of Embraplan Empresa Brasileira de Planejamento Ltda
Gustavo Henrique de Barroso Franco	Independent Member	April 26, 2024	until 2026’s AGM
Mr. Gustavo Franco holds a bachelor’s degree (1979) and a master’s degree (1982) in Economics from PUC-Rio, and a Ph.D (1986) from Harvard University. Gustavo began his career in the public sector in May 1993, as Assistant Secretary for Economic Policy. He was Director of International Affairs and President of the Central Bank of Brazil between 1993 and 1999. In 2000 he founded Rio Bravo Investimentos, an institution active in alternative investments in Brazil. Gustavo participates and has participated in several advisory and management boards (companies such as NuBank, Banco Daycoval, Pottencial Seguradora, Unik, BMFBovespa, Via Varejo, Telemig among others), is a professor at the Department of Economics at PUC-Rio (since 1986) and writes regularly for O Globo and O Estado de São Paulo. He has published sixteen books
José Paulo Ferraz do Amaral	Member	April 26, 2024	until 2026’s AGM
Mr. José Paulo Ferraz do Amaral graduated in Business Administration from Mackenzie University and has a postgraduate degree from Getúlio Vargas Foundation, both located in São Paulo (Brazil). Mr. José Paulo worked in Mesbla S.A., from 1971 to 1985, starting his career as a trainee and rising up the corporate ladder up to Director of the Department Store division. He was the CEO of Lojas Americanas, from 1985 to 1996, actively engaged in the partnership between Lojas Americanas and Walmart with the purpose of setting up the Walmart Company operations in Brazil. Mr. José Paulo attended several courses focused on business management at institutions such as INSEAD, in Fontainebleau, France, and Harvard Business School, in the USA. After leaving Lojas Americanas, he worked together with Banco Pactual in the successful turnaround of Mesbla S.A. More recently, since 1997, he runs an 11,400 hectare soybean and corn plantation in a large property, located in the city of Naviraí, state of Mato Grosso do Sul, Brasil.
Cintia Vannucci Vaz Guimaraes	Member	April 26, 2024	until 2026’s AGM
Mrs. Cintia Vannucci Vaz Guimaraes has Bechelor’s degree in Law from Univesidade de São Paulo – USP, Master of Laws (LL.M.) from the New York University School of Law and a Post-MBA in the Advanced Boardroom Program for Women at the Saint Paul Escola de Negócios. She is currently Senior Managing Director for Real Estate at Ontario Teachers’ Pension Plan (OTPP), group which she has joined in 2014, and has over 25 years of transaction experience, with a focus on mergers and acquisitions (M&A) and real estate ventures. Prior to joining OTPP, Cintia held other senior roles at TozziniFreire Advogados in mergers and acquisitions, real estate, and project finance, where she worked for over 20 years. In addition, she also worked as a foreign associate at the law firm of Dewey Ballantine LLP. in New York for 2 years..

Fiscal Council

Multiplan’s Fiscal Council is a non-standing operating body, which when installed must be composed of a minimum of 3 (three) and a maximum of 5 (five) members and exercises the attributions and powers conferred by law.

In view of the request of shareholders representing more than two percent (2%) of Multiplan’s voting capital at the Annual General Meetings held between 2018 and 2021, the Fiscal Council was installed on April 27, 2018 and remained in operation until the Annual General Meeting held on April 29, 2022.

At the Annual General Meeting held on April 26, 2024, the Fiscal Council was again installed, at the request of shareholders holding more than two percent (2%) of Multiplan’s voting capital. Subject to the provisions of the Company’s Bylaws, the Fiscal Council now established is composed of three (3) full members and an equal number of alternate members and will sit until the Annual General Meeting that resolves on the financial statements for the fiscal year ending December 31, 2023.

Pursuant to the Brazilian Corporation Law, it is responsibility of the Fiscal Council, among other, to supervise the acts of the management, to give an opinion on the annual report and on the proposals of management regarding the change in capital stock, debentures issuance, investment bond plans and capital budgets, dividends distribution,  corporate reorganizations, report errors, fraud or crimes to the management or to the general meeting, analyze quarterly financial information, as well as examine and comment on the annual financial statements.

 

 

Member	Title	Date of Election	End of term of office
Vitor Rogério da Costa	Member	April 26, 2024	until 2025’s AGM
Mr. Vitor Rogério da Costa holds a bachelor’s degree in law from the Pontifical Catholic University of Rio de Janeiro – PUC/RJ (1966) and a Master Degree in Law from the University of California – Berkeley (1970). Member of the International Fiscal Association, of the Brazilian Financial Law Association, he was a member of the CVM Stock Market Studies Committee and of the Advisory Board of the National Historical Museum. He received the Order of Commander of Rio Branco. He worked at the José Thomaz Nabuco Law Office (1966 to 1975) and at the Gouvêa Vieira Law Office (1966 to 2009). Since 2009, he is a partner at Vitor Costa Laywers, where he works in Corporate Law, Company Law, Tax Law, Capital Markets, Foreign Capital and Central Bank.
Armando Villela Fossati Balteiro	Alternate Member	April 26, 2024	until 2025’s AGM
Mr. Armando Villela Fossati Balteiro holds a bachelor’s degree in law from the Catholic University of Petrópolis (2006). He worked at Chalfin, Godlberg & Vainboim Advogados Associados (2003 to 2005), as an intern, and at the Gouvêa Vieira Law Firm as an intern (2005 to 2006) and as a lawyer (2006 to 2009). He is currently a partner at Vitor Costa Advogados, working in Corporate Law, Company Law, Capital Markets, Foreign Capital and Central Bank.
Ian de Porto Alegre Muniz	Member	April 26, 2024	until 2025’s AGM
Mr. Ian De Porto Alegre Muniz is a partner at the Law firm Veirano Advogados. He holds a bachelor’s degree in law from Universidade Candido Mendes (1977). He also holds a postgraduate degree in Comparative Law from the Southwestern Legal Foundation, Dallas, Texas, USA (1982). During his professional career, Ian Muniz held the position of tax manager and partner at a renowned international audit firm.
Flávio El-Amme Paranhos	Alternate Member	April 26, 2024	until 2025’s AGM
Mr. Flavio El-Amme Paranhos is a partner of the law firm Veirano Advogados. He holds a bachelor’s degree in law from UERJ (1999) and a master’s degree in international and comparative law from Chicago-Kent College of Law (2012).
Carlos Alberto Alvahydo de Ulhôa Canto	Member	April 26, 2024	until 2025’s AGM
Mr. Carlos Alberto Alvahydo de Ulhôa Canto is a partner of Ulhôa Canto Rezende e Guerra – Advogados. He holds a law degree from the State University of Guanabara, now UERJ (1968). He holds a postgraduate degree from Ceped/UEG (1969). He was a member of the Board of Directors of the Rio de Janeiro Stock Exchange (BVRJ).
Christian Clarke de Ulhôa Canto	Alternate Member	April 26, 2024	until 2025’s AGM
Mr. Christian Clarke de Ulhôa Canto is a partner of Ulhôa Canto Rezende e Guerra – Advogados. He holds a bachelor’s degree in law from Universidade Candido Mendes (1993). He was a foreign associate at Shearman & Sterling, New York, USA (1997).
Mauro Eduardo Guizeline	Member	April 26, 2024	until 2025’s AGM
Mr. Mauro Eduardo Guizeline is a founding partner of Guizeline Teixeira Advogados. He holds a bachelor’s degree in law from the Faculty of Law of the United Metropolitan Colleges of São Paulo (1982). He was a partner at Tozzini Freire Advogados (from 1997 to 2021), working in the corporate and mergers and acquisitions areas, with an emphasis on publicly-held companies and capital markets, and has represented relevant clients in the aforementioned areas for the last 35 years.
Marcelo Jesus Abbari	Alternate Member	04/26/2024	until 2025’s AGM
Mr. Marcelo Jesus Abbari is an associate at BH26 Gestão e Finanças. He holds a Bachelor’s Degree in Business Economics and Controllership from FEA (USP) Ribeirão Preto, with an emphasis on Finance and International Business.

Board of Executive Offices

Multiplan’s executive officers are the Company’s legal representatives, responsible for its day-to-day management and for implementing the policies and directives set by the Board of Directors. Under the Brazilian Corporations Law, each member of the Board of Executive Officers must reside in Brazil, but is not required to be a shareholder. In addition, no more than one-third of the members of the Company’s Board of Directors may serve as executive officers, who are elected by the Board of Directors to two-year terms and are eligible for re-election. Any officer may be removed at any time by the Board of Directors before the expiration of their terms.

According to the Bylaws, the Board of Executive Officers must be comprised of a minimum of two and a maximum of 10 executive officers, including one Chief Executive Officer, one to three Vice Chief Executive Officers and the remaining executive officers without specific title. One of the executive officers will be designated as the Investor Relations Officer.

According to Level 2 regulations, prior to taking office, the members of the Board of Directors must sign a statement acknowledging the listing rules and the arbitration rules, which are part of the Level 2 regulations.

 

Executive Officer	Title	Date of Election	End of term of office
Eduardo Kaminitz Peres	Chief Executive Officer	May 3, 2024	May 3, 2026
He is a member of the Board of Directors and Multiplan’s Chief Executive Officer. He has a degree in business administration from Universidade Cândido Mendes and has worked under different titles since 1988, when he joined the Company. In 2000, he took office as the head of the Company’s Operations area and, in 2007, he became  Vice-President of Operations, where, supported by his more than 30 years of professional experience, he led the excellence performance of the Company’s shopping centers.
Armando d’Almeida Neto	Vice-President – Chief Financial and Investor Relations Officer	May 3, 2024	May 3, 2026
He is the Chief Financial Officer and Investor Relations Officer at Multiplan since February 2008. He graduated in Business Administration from Faculdade Candido Mendes, Rio de Janeiro, and holds certifications from the National Association of Securities Dealers – NASD. He has 25 years of experience in the financial markets, mostly devoted to the international market. He is a former director of Bulltick Brasil Consultoria, member of the Executive Committee of Bulltick Capital Markets, director of Santander Investment Securities in New York and director of Banco Bozano, Simonsen S/A.
Marcello Kaminitz Barnes	Vice-President – Development	May 3, 2024	May 3, 2026
He is a member of the board and Chief Development Officer. He has a degree in civil engineering from Pontifícia Universidade Católica, received in 1990, in Rio de Janeiro. He joined the Company in 1990 in charge of engineering work and was involved in the shopping center expansion projects, later becoming responsible for the operations area of BarraShopping. He has been responsible for the development of projects in Miami, United States of America and is currently responsible for the real estate area and for the development of new projects.
Marcelo Ferreira Martins	Vice President – Operations	May 3, 2024	May 3, 2026
Mr. Marcelo Martins has a degree in business administration. He has been with the Company since 1994, having joined the group at the age of 19 and held various positions, including Superintendent, in several shopping centers, including NewYorkCityCenter, BarraShopping and ParkShopping. In 2018, he held the position of Regional Manager responsible for the operation of the Company’s shopping centers in Brasília and Belo Horizonte. Between 2021 and February 2023, he held the position of Regional Manager in charge of Multiplan’s shopping centers in the State of São Paulo.
Hans Christian Melchers	Officer with no specific designation	May 3, 2024	May 3, 2026
Mr. Hans joined Multiplan in 2006 and played an important role in the development and operation of the financial planning and investor relations departments. He is currently responsible for the accounting, tax, planning and IR departments of the company. From 2003 to 2004, he was part of the equity research team at UBS. From 2004 to 2005 he worked at Shell Marine’s credit analysis department. From 2005 to 2006 he was part of the project management office (PMO) at Accenture. He has a bachelor’s degree in business administration from Pontifícia Universidade Católica do Rio de Janeiro (PUC-RIO), an MBA in Project Management from IAG Master (PUC-RIO), and in International Management from Université Pierre Mendes France. In 2012 he became a CFA Charterholder.
Vander Aloisio Giordano	Vice-President – Compliance and Institutional	May 3, 2024	May 3, 2026
Mr. Vander Giordano holds a bachelor’s degree in law (OAB/SP) and business administration (CRA/RJ), with an MBA in management from IBMEC, Rio de Janeiro. For about 17 years he worked for Kroll Inc., a New York-based consulting firm specialized in risk management and market development. He has worked in Brazil, United States and other countries in Latin America, in projects related to conflict management, forensic and compliance solutions, legal and commercial disputes involving large companies, and support in market analysis focused on investments and operational expansions. He also acted in business relationships involving regulatory and public agencies, in the development of new business and contingency plans. Previously, he worked for 8 years at Varig, in areas of product development, contracts and international air logistics. He has also coordinated logistics projects such as Formula 1 Brazilian Grand Prix, among other events.