Management & Board of Directors

Board of Executive Officers

The Company’s Officers boast vast experience in the industry, contributing to positioning Kepler Weber as a leading provider of post-harvest solutions and a major player in the bulk handling equipment market.

Kepler Weber’s executive board can consist of a least two and up to four members, at the discretion of and as elected by the Board of Directors, with one member designated as Chief Executive Officer (CEO), and the others as Officers, except as otherwise designated at the time of their election.

The Board of Directors will assign to one of those elected the duty of replacing the CEO should the position be vacated or the incumbent be disabled and will designate the Officer to be in charge of Investor relations duties.

Under the Bylaws, the term of office for members of Kepler Weber’s board of directors will be up to two years, and reelection is allowed. Those elected will take office by signing an instrument in the proper book.

In the event that any member of the Executive Board vacates their Office or becomes permanently disabled, it will be incumbent upon the Board of Directors, within thirty days of vacancy, to either allocate the duties of the position to the remaining members or elect a new Officer, as well as to stipulate their duties and term of office.

Name Position Date of Election End of Term of Office
Bernardo Osborn Gomes Nogueira Chair 04/03/2024 04/03/2026

Bernardo Nogueira, has over 21 years of experience in agribusiness, including international experience, holds a degree in Agricultural Engineering, and has a specialization in Leadership. His professional journey includes roles at companies such as SGS, Monsanto, and Bayer, where he excelled in creating value through investments in Venture Capital and M&A. He also has a track record of commercial leadership, operational excellence, and developing high-performance teams.

Paulo Geraldo Polezi Chief Financial Officer and Investor Relations Officer 11/04/2022 11/16/2024

Mr. Polezi earned a degree in Production Engineering from UFSCar, an MBA In-company from the São Paulo Business School, and an MBA in Finances from FIA-USP. He built his career in the Financial and IR areas of companies such as Fibria Celulose and Grupo Cosan. Before joining Kepler, he had been the Finance and Investor Relations Officer of WEG S.A. since 2014.

Fabiano Schneider Chief Industrial & Product 07/01/2023 07/01/2025

Mr. Fabiano has a bachelor’s degree in mechanical engineering by the North-Western Regional University of Rio Grande do Sul (UNIJUI), a MBA in Project Management and a specialization C-Level COO, both by Getúlio Vargas Foundation (FGV). He has acted in the Industrial segment at Manufacturing Engineering and Product Development. He has built his career in the Company, in which he works since 1999.

Board of Directors

Kepler Weber’s Board of Directors can consist of no fewer than seven (7) and no more than nine (9) incumbent members, all chosen from among the Company’s Shareholders and elected by the Shareholders’ Meeting. The Chairman and the Deputy Chairman of the Board of Directors will be chosen by majority of votes by the incumbent members of the Board of Directors. The Deputy Chairman will replace the Chairman in cases of absence, impediments or if the position becomes vacant.

If any incumbent members of the Board of Directors vacate their positions, then the remaining members will designate a replacement, who will fill the vacancy for a term ending at the first Shareholders’ Meeting thereafter. If more than a majority of incumbent members vacate their offices, then a Shareholders’ Meeting will be called within 10 days of such event to elect the replacement members, whose term of office will coincide with those of the other members of the Board of Directors.

The term of office for members of the Board of Directors will be two years, with reelection allowed. Those elected will take office by signing an Instrument drafted in the proper book. The Board of Directors will convene whenever a meeting is called by its Chairman—or, in the Chairman’s absence, by the Deputy Chairman.

Meetings will be called by e-mail, with return notice issued at least five business days beforehand, specifying the date, time, place and agenda, except for clearly urgent issues, in which case that notice period may be shortened, at the Chairman’s discretion. If the event of absence or impediment of the Chairman and the Deputy Chairman, if the minimum required quorum is present, a Director will be elected from among the incumbent Members in attendance to chair the Meeting.

The meetings of the Board of Directors will be convened upon a minimum quorum being present, equivalent to two thirds of its members. If those two thirds represent a fraction, then the integer immediately above that fractional number will be considered. Resolutions will be adopted by a majority of votes at all times, subject to the following provisions:

Any resolutions concerning matters under the purview of the Board of Directors, as listed in items (a) through (u) of article 11 of these Bylaws, will require approval by a qualified quorum consisting of all of the Company’s Directors minus two (2). In case of a tie, the Chairman of the Board of Directors will have a casting vote.

The meetings of the Board of Directors will be deemed regularly called when all of its members are present or all incumbent members waive the requirements for calling meetings.

The meetings of the Board of Directors will be recorded in minutes and registered in the Board of Directors’ Meetings Minute Book. Whenever such minutes contain resolutions intended to be binding on third parties, copies thereof will be filed with the relevant commercial registry and published.

Members of the Board of Directors and the executive board will be allowed to attend meetings of such bodies by conference call, video conferencing or any other means whereby all members can see and/or hear the others, in which case they will be deemed present thereat, and minutes of such meetings shall be recorded and then signed by all those in attendance by the time of the next meeting.
For more details, click on the Bylaws.

Name Position Date of Election End of Term of Office
Luiz Tarquínio Sardinha Ferro Chair of the Board of Directors 03/20/2024 AGM/2025

Economist, Director of Etrus Consultoria Ltda. Former President of Tupy S.A. Member of the Boards of Directors of Paranapanema S.A., Condor S.A., and Librelato S.A.

Julio Toledo Piza Vice-Chair of the Board of Directors 03/20/2024 AGM/2025

He earned an undergraduate degree in Agronomic Engineering from Escola Superior de Agricultura “Luiz de Queiroz” – ESALQ/USP in Piracicaba, and a PhD in Administration and Finances from Columbia Business School in New York. In addition to the eight years of experience as Agronomic Engineering, Mr. Piza also worked at McKinsey and Company in São Paulo, holding important positions.

Marcelo Guimaraes Lopo Lima Sitting member of the Board of Directors - Independent 03/21/2023 AGM/2025

He joined Tarpon in April 2008, and is currently the CEO and Investor Relations Officer of Tarpon Investimentos S/A., and CEO of Tarpon Gestora de Recursos S.A. He was CEO of Morena Rosa S.A. from 2012 to 2016, while it was an investee. Before Tarpon, he was Vice-President of the Investment Banking division of Itaú BBA, advising customers in the consumption and retail segments, and was Vice-President of MERRILL LYNCH, advising customers in M&A and private equity operations in Latin America. He started his career at JP Morgan as an associate in the Investment Banking division. He earned a degree in Business Administration from Fundação Getúlio Vargas (FGV) and in Law from the Largo São Francisco Law School of the University of São Paulo (USP).

Arthur Heller Britto Sitting member of the Board of Directors - Independent 03/21/2023 AGM/2025

Philosopher, with a bachelor’s degree and a master’s degree from the Pontifical Catholic University of São Paulo, and a PhD in Philosophy from Columbia University – NY. He is currently an investment strategist, managing partner of Fazenda São José do Ipê and member of the Bioethics Committee of the Medicine School of Hospital Albert Einstein.

Ricardo Sodré Oliveira Sitting member of the Board of Directors - Independent 03/21/2023 AGM/2025

Business Administrator, Founder & CEO of FieldPRO, a climate intelligence agrotech. Ex- Founder & CEO of startups, including Soccer 1 (Toronto, CA), soccertech of fitness solutions, Project- 1 (Toronto, CA), sporttech that offers data-driven-solutions for athletes, and DesignBee.

Piero Abbondi Sitting member of the Board of Directors 03/21/2023 AGM/2025

He joined Kepler Weber in August 2018 as CEO and Investor Relations Officer. Before that, he was General Director at GSI for South America, a company in the grain and animal protein storage equipment market. He was also CEO of CASP and Brasmetal Waelzholz, a leading cold-rolled specialty steel sector company. His previous experiences included several senior-level positions at Holcim S.A., one of the biggest cement companies in the world He also worked as CFO and Business Development Officer at Holcim, leading the Financial, Legal, Strategic Planning, and Mergers and Acquisitions areas, and worked as General Director at Concretex, the group’s division of centrally dosed concrete and aggregates for construction, being responsible for the operations and sales areas. He earned a Production Engineering degree from POLI / USP and an MBA from Écoledes Hautes Études Commerciales, Université de Lausanne – Switzerland.

Maria Gustava Brochado Heller Britto Sitting member of the Board of Directors – Independent 03/21/2023 AGM/2023

Undergraduate degree in Business Administration from EAESP– FGV-SP, with a graduate degree in Business Administration from EAESP– FGV-SP in 1981. She was a Deputy Director of the Corporate Finance Area at Unibanco for several years, having represented the bank for two consecutive periods at ANBID’s Capital Markets’ Ethics Committee. She was a Managing Partner at Tov Corretora de Câmbio Títulos e Valores Mobiliários Ltda. from 2004 to 2010, when she started providing consulting services to that firm.

 

 

Ruy Flaks Schneider Sitting member of the Board of Directors - Independent 03/21/2023 AGM/2025

Mechanical Engineer, President of SCHNEIDER & CIA since 1991. Board member of Eletrobrás in different terms of offices, acting as the Chair of the Board, in committees, and as a Board member of PETROBRAS, holding positions in different committees

Fiscal Council

Under the Corporation Law, the Fiscal Council is a corporate body that acts independently from management and independent auditors. The Fiscal Council can be permanent or non-permanent . If non-permanent , it will work during a certain fiscal year, as determined by the shareholders. The primary duties of the Fiscal Council are to inspect management’s activities, to review the Company’s financial statements, and to report its conclusions to the shareholders.
The Fiscal Council will consist of three incumbent members and their respective alternates, all of whom to be elected by the Shareholders’ Meeting, which will set their compensation, subject to a mandatory minimum, as well as the applicable legal requirements and prohibitions.
The Fiscal Council will be elected while the annual Shareholders’ Meeting is held, as set forth in article 161, section 4, of Law 6404/1976, and will perform its duties until the next annual Shareholders’ Meeting to be held , and its members may be reelected.
The members of the Fiscal Council will be individuals residing in Brazil, and their powers and duties will be as determined by law.

Kepler Weber’s Bylaws provide for a Fiscal Council appointed on a permanent basis in accordance with the law.

Name Position Date of Election End of Term of Office
Reginaldo Ferreira Alexandre Sitting member of the Fiscal Council 04/03/2024 AGM/2025

Economist, with 18 years of experience in the Investment Analysis area, as analyst, organizer, and director of analysis teams, having held these positions, successively, at Citibank, Unibanco, BBA (current Itaú-BBA), and Itaú Corretora de Valores. He also worked as a corporate credit analyst (Citibank) and as a consultant in the strategy (Accenture) and corporate finance (Deloitte) areas. He also worked at ProxyCon Consultoria Empresarial, a company dedicated to providing advisory services to the capital market, finance, and corporate governance areas, between 2003 and 2017.

Maria Elvira Lopes Gimenez Alternate member of the Fiscal Council 04/03/2024 AGM/2025

Bachelor’s degree in Economics, specialized in Corporate Governance, with a focus on the Boards of Directors of Publicly Held Companies. Since 2015, she has been a Fiscal Council member of Publicly and Privately Held Companies renowned in the market, being reinvested in office for several consecutive years.

Doris Beatriz França Wilhelm Sitting member of the Fiscal Council 04/03/2024 AGM/2025

Current Independent Member of the Statutory Audit Committee (COAUD) of Banco Cooperativo Sicredi and of SicrediPar (March/2023 to March/2026); Current Permanent Member of the Fiscal Council of Metalúrgica Gerdau S.A. (April/2021 to April/2024), nominated by the controlling shareholder; Current Alternate Member of the Fiscal Council of Embraer S.A (April/2023 to April/2024; Current Permanent Member of the Board of Directors of Serra Azul Water Park S.A. – Wet’n Wild (March/2021 to February/2023), nominated by FUNCEF; Permanent Member of the Board of Directors of Pomi Frutas S.A (September/2017 to May/2022), nominated by the controlling shareholder; Permanent Member of the Fiscal Council of Pão-de-Açúcar Group (CBD (April/2021 to April/2023), nominated by minority shareholder; Permanent Member of the Board of Directors of Light S.A. (April/2019 to December/2019), nominated by BNDESPar; Coordinator of the Statutory Audit Committee of Light S.A. (May/2019 to December /2019); Member of the Governance, Compliance, and Sustainability Committee of Light S.A (May/2019 to December/2019); Permanent Member and Coordinator of the Fiscal Council of CVC BRASIL Operadora e Agência de Viagens S.A. (April/2018 to October 9, 2020); Member of the Audit Committee, advisory committee to the Board of Directors IBGC (March/2018 to March/2020);

Rosângela Costa Süffert Alternate member of the Fiscal Council 04/03/2024 AGM/2025

29 years’ experience in external auditing at KPMG, working in various market segments, in family businesses, multinationals, public and private companies. Currently working in the area of governance, supervisory board and audit committee.

Francisco Eduardo de Queiroz Ferreira Sitting member of the Fiscal Council 04/03/2024 AGM/2025

Business Administrator graduated from the PUC/SP, with more than 38 years of experience in the financial market in global institutions, holding various leadership offices in the fund management, loan, structured products and certification areas. He has worked for institutions such as B3 S.A., where he held office as Associate Officers, and he has also worked for ANCORD, Dresdner Bank, Banco Multiplic de Investimentos S/A, Banco Varig S/A, Banco BMG S/A, and Banco Bozano Simonsen S/A. He is currently a managing member of the company Acober S/A and a Member of the Fiscal Council in the company Plascar S.A

Emílio Otranto Neto Alternate member of the Fiscal Council 04/03/2024 AGM/2025

He holds a bachelor’s degree in Economics, a Postgraduate Degree and is a master’s degree student in Financial Administration. He has more than 45 years’ experience in the financial capital markets, working in the origination, structuring, and distribution of fixed and variable income in the local market. He acted in large financial institutions as an officer, including Bradesco, Itaú, Itaú Bankers Trust, Itaú BBA, Sudameris and Votorantim and B3 S.A.
He is currently a managing member of Rema Trust Soluções Financeiras.

Strategy, Investments, and Finances Committee

The Committee’s objectives are: (i) to analyze and issue recommendations to the strategic plan proposal, business plan and other guidelines and instructions relating to the Company’s strategy and to be forwarded to the Board of Directors; (ii) to identify and analyze business opportunities; (iii) to monitor compliance with the rules and principles established in the applicable legislation, the Company’s Bylaws, these Regulations, the Novo Mercado Regulations and the best market practices; and (iv) to discuss other matters that the Board of Directors deems relevant for prior consideration by this Committee.

Name Position Date of Election End of Term of Office
Luiz Tarquínio Sardinha Ferro Committee President 03/23/2023 AGM/2025

Economist, Director of Etrus Consultoria Ltda. Former President of Tupy S.A. Member of the Boards of Directors of Paranapanema S.A., Condor S.A., and Librelato S.A.

Arthur Heller Britto Effective member 03/23/2023 AGM/2025

Philosopher, with a bachelor’s degree and a master’s degree from the Pontifical Catholic University of São Paulo, and a PhD in Philosophy from Columbia University – NY. He is currently an investment strategist, managing partner of Fazenda São José do Ipê, and member of the Bioethics Committee of the Medicine School of Hospital Albert Einstein.

Marcelo Guimaraes Lopo Lima Effective member 03/23/2023 AGM/2025

He joined Tarpon in April 2008, and is currently the CEO and Investor Relations Officer of Tarpon Investimentos S/A., and CEO of Tarpon Gestora de Recursos S.A. He was CEO of Morena Rosa S.A. from 2012 to 2016, while it was an investee. Before Tarpon, he was Vice-President of the Investment Banking division of Itaú BBA, advising customers in the consumption and retail segments, and was Vice-President of MERRILL LYNCH, advising customers in M&A and private equity operations in Latin America. He started his career at JP Morgan as an associate in the Investment Banking division. He earned a degree in Business Administration from Fundação Getúlio Vargas (FGV) and in Law from the Largo São Francisco Law School of the University of São Paulo (USP).

Piero Abbondi Effective member 03/23/2023 AGM/2025

He joined Kepler Weber in August 2018 as CEO and Investor Relations Officer. Before that, he was General Director at GSI for South America, a company in the grain and animal protein storage equipment market. He was also CEO of CASP and Brasmetal Waelzholz, a leading cold-rolled specialty steel sector company. His previous experiences included several senior-level positions at Holcim S.A., one of the biggest cement companies in the world He also worked as CFO and Business Development Officer at Holcim, leading the Financial, Legal, Strategic Planning, and Mergers and Acquisitions areas, and worked as General Director at Concretex, the group’s division of centrally dosed concrete and aggregates for construction, being responsible for the operations and sales areas. He earned a Production Engineering degree from POLI / USP and an MBA from Écoledes Hautes Études Commerciales, Université de Lausanne – Switzerland.

Ricardo Sodré Oliveira Effective member 03/23/2023 AGM/2025

Business Administrator, Founder & CEO of FieldPRO, a climate intelligence agrotech. Ex- Founder & CEO of startups, including Soccer 1 (Toronto, CA), soccertech of fitness solutions, Project- 1 (Toronto, CA), sporttech that offers data-driven-solutions for athletes, and DesignBee.

Bernardo Osborn Gomes Nogueira Effective member 12/14/2023 AGM/2025

Mr. Bernardo earned a degree in Agronomic Engineering from Centro Regional Universitário de Espírito Santo do Pinhal and a specialization degree in Leadership from Fundação Dom Cabral. He built his career in Marketing, M&A, and Business Development of companies such as Kleffmann and SGS. Before joining Kepler, he was Head of Licensing at Bayer S/A.

Paulo Geraldo Polezi Effective member 12/14/2023 AGM/2025

Mr. Polezi earned a degree in Production Engineering from UFSCar, an MBA In-company from the São Paulo Business School, and an MBA in Finance from FIA-USP. He built his career in the Financial and IR areas of companies such as Fibria Celulose and Grupo Cosan. Before joining Kepler, he had been the Finance and Investor Relations Officer of WEG S.A. since 2014.

Audit and Risk Committee

The objectives of the Audit and Risk Committee are to supervise the quality and integrity of financial reports; adherence to legal, statutory and regulatory standards, the adequacy of processes relating to risk management and compliance; internal controls, the activities of the internal audit and risk management, compliance and internal controls, the activities of the independent auditors, and the adequacy of processes relating to the handling of complaints of potential non-compliance with legal and regulatory provisions applicable to the Company, as well as internal regulations and codes.

Name Position Date of Election End of Term of Office
Antônio Edson Maciel Dos Santos Coordinator 01/06/2023 AGM/2025

More than 25 years of experience in internal audit, internal control, risk management and compliance in multinationals, holding management positions, with stints at Sonae, Walmart and Contax. He is currently a full tax advisor at Raia e Drogasil and Grupo Oncoclínicas. Independent member of the audit committee of Kalunga, Funcef and Transpetro. He holds certifications by IBGC in CCA, CCF, CCoAud+, and by The IIA Global in CCSA. Instructor at IBGC and guest lecturer at Fipecafi in the postgraduate program in GRC. PhD student in controllership, finance and management technologies, master in business controllership, specialist in strategy and organizational consulting, graduated in administration. In addition, he has several continuing education courses, including: Enterprise Risk Management for Corporate Leaders at Harvard Business School (USA). He was one of the authors of the IBGC publications: Risk Management Guide (2017), Guide on Internal Audit (2018), Good Practices in ESG (2022), 6th Edition of the Corporate Governance Code (2023) and by Saint Paul of the book Transforming the Three Lines into Value Generation (2022).

Valmir Pedro Rossi Member 02/28/2024 AGM/2025

Undergraduated in Accounting from the University of Passo Fundo (RS), with a PhD (specialization) in Finance from the University of Caxias do Sul (RS), a PhD (specialization) in Marketing from PUC Rio de Janeiro (RJ), an MBA in General Administration from USP São Paulo (SP), and an MBA in Business Management from UNB- Brasília (DF). He is certified as a Board Member and Audit Board Member by the IBGC – Brazilian Institute of Corporate Governance. He also has more than 35 years’ experience working in the accounting sectors of companies, and 20 years working in governance bodies.

Luiz Tarquínio Sardinha Ferro Member 01/06/2023 AGM/2025

Economist, Director of Etrus Consultoria Ltda. Former President of Tupy S.A. Member of the Boards of Directors of Paranapanema S.A., Condor S.A., and Librelato S.A.

People, Compliance, and Sustainability Committee

The Committee’s objectives are: (i) to ensure the Company’s commitment to a management and culture that respect the pillars of corporate governance, sustainability and business ethics, including, among others, compliance with transparency of information, accountability, corporate responsibility, equality, prevention against corruption, and corporate risk management; (ii) to monitor compliance with the rules and principles established in the applicable legislation, the Company’s Bylaws, these Regulations, the Novo Mercado Regulations and the best market practices; (iii) to contribute to the development of the Company’s strategy by proposing projects and initiatives aimed at achieving short-, medium- and long- term objectives; (iv) to identify innovation opportunities relating to products and services, as well as to processes, and management and business models relating to the topic; (v) to monitor and debate the actions of the Disciplinary, Integrity, Security Strategy, ESG and Privacy Commissions; (vi) to discuss other matters that the Board of Directors deems relevant for prior consideration by this Committee.

Name Position Date of Election End of Term of Office
Piero Abbondi Effective member 12/14/2023 AGM/2025

He joined Kepler Weber in August 2018 as CEO and Investor Relations Officer. Before that, he was General Director at GSI for South America, a company in the grain and animal protein storage equipment market. He was also CEO of CASP and Brasmetal Waelzholz, a leading cold-rolled specialty steel sector company. His previous experiences included several senior-level positions at Holcim S.A., one of the biggest cement companies in the world He also worked as CFO and Business Development Officer at Holcim, leading the Financial, Legal, Strategic Planning, and Mergers and Acquisitions areas, and worked as General Director at Concretex, the group’s division of centrally dosed concrete and aggregates for construction, being responsible for the operations and sales areas. He earned a Production Engineering degree from POLI / USP and an MBA from Écoledes Hautes Études Commerciales, Université de Lausanne – Switzerland.

Julio Cesar de Toledo Piza Neto Effective member 12/14/2023 AGM/2025

He earned an undergraduate degree in Agronomic Engineering from Escola Superior de Agricultura “Luiz de Queiroz” – ESALQ/USP in Piracicaba, and a PhD. in Administration and Finances from Columbia Business School in New York. In addition to the eight years of experience in Agronomic Engineering, Mr. Piza also worked at McKinsey and Company in São Paulo, holding important positions.

Maria Gustava Brochado Heller Britto Effective member 12/14/2023 AGM/2025

Undergraduate degree in Business Administration from EAESP– FGV-SP, with a graduate degree in Business Administration from EAESP– FGV-SP in 1981. She was a Deputy Director of the Corporate Finance Area at Unibanco for several years, having represented the bank for two consecutive periods at ANBID’s Capital Markets’ Ethics Committee. She was a Managing Partner at Tov Corretora de Câmbio Títulos e Valores Mobiliários Ltda. from 2004 to 2010, when she started providing consulting services to that firm.

Ruy Flaks Schneider Effective member 12/14/2023 AGM/2025

Mechanical Engineer, President of SCHNEIDER & CIA since 1991. Board member of Eletrobrás in different terms of offices, acting as the Chair of the Board, in committees, and as a Board member of PETROBRAS, holding positions in different committees.

Misiara de Alcântara Effective member 12/14/2023 AGM/2025

Graduated in Business Administration with an MBA in People Management from FGV and a master’s degree in Administration from the Federal University of Rio Grande do Sul. She has been working at Kepler since 2005 when he joined the Company as Internal Organizational Development Consultant. She is currently the People and Management Director.

Karine Olczevski Effective member 12/14/2023 AGM/2025

Graduated in Law with a specialization and MBA in Business Management from FGV. She has been working at Kepler since 2005 when she joined the Company as a Legal advisor. She is currently the Legal Affairs, Governance, Risks, and Compliance Director.