Management and Board of Directors

M. Dias Branco’s Board of Directors is its collegiate decision-making body, responsible for the general orientation of its business, including its long-term strategies. It is also responsible, among other matters, for the election of its directors and supervision of the respective management. The decisions of the Company’s Board of Directors are taken by the favorable vote of the majority of its members present at the respective meetings, with the president of the Board of Directors having the casting vote.

The Company’s Bylaws establish that the Board of Directors, elected by the General Meeting, will be composed of a minimum of five and a maximum of nine effective members, elected with their respective alternates. Of the members of the board of directors, at least 2 (two) or 20% (twenty percent), whichever is greater, must be independent directors, as defined in the Novo Mercado rules.

The adoption of the multiple voting process for the election of members of the Board of Directors can only be requested by shareholders representing at least 10% of its capital stock. Within the scope of this process, each share is guaranteed as many votes as there are members of the Board of Directors to be elected, with shareholders having the right to accumulate votes for a single candidate or distribute them among several.

In accordance with the Brazilian Corporate Law, shareholders representing 15% of M. Dias Branco’s capital may elect a director in a separate vote. However, according to a recent decision by the CVM Board, if such right cannot be exercised due to lack of quorum, the quorum for the election of a separate member may be reduced to 10% of the share capital.

Currently, its Board of Directors is made up of 7 directors, elected at the Annual General Meeting held on March 28, 2024 for a one-year term.

Maria Consuelo Saraiva Leão Dias Branco. Ms. Consuelo, born on 10/23/1934, is the Chairperson of the Company’s Board of Directors. She idealized the Centro Histórico M. Dias Branco and coordinates the actions related to social issues in communities attained in the Company‘s influence zone. Her first term of office at the Company started in April 2006. Ms. Consuelo has not worked in other publicly‐traded companies.

Francisco Claudio Saraiva Leao Dias Branco. Mr. Claudio, born on 01/14/1967, is the Industrial Vice‐President – Mills of the Company, and started his business activities at the Company, assuming, in 1992, the position of Industrial Director of Moinho Dias Branco, the Company’s first wheat milling unit. In 2003, he assumed the position of Corporate Industrial Director ‐ Mill Division of the Company and, 2013, he became a member of the Company‘s audit committee. Responsible for introducing the company’s milling units, Mr. Cláudio graduated in Mechanical Engineering by Universidade de Fortaleza, 1980, and started his extensive specialization path in wheat milling, attending many courses in different countries, highlighting the Milling Technology Course provided by Swiss Milling School, St. Gallen, in 1991. Mr. Cláudio obtained, in 1992, at the Buhler Training Center, in Uzwil, Switzerland, the certificate on Wheat Milling Technology. Mr. Claudio has not worked in other publicly‐traded companies.

Maria Das Gracas Dias Branco Da Escóssia. Ms. Graça, born on 07/17/1959, started her activities in business environment in 1985, in the management of a hospitality company, of which she became an Executive Vice‐President years later, in 1987. In 2001, Ms. Graça took the office of Institutional Relations Officer at the Company, after that becoming a Corporate Institutional Relations Officer, in 2003, position performed until April 2006, when she was appointed to her current office at the Company, Vice‐President of Finance. Ms. Graça holds a Bachelor‘s Degree in Law by Universidade Federal do Cerará, in 1985, and a MBA in Business Management, in 2008. She was a member of the Company‘s Audit Committee from May 2010 to May 2013. Ms. Graça has not worked in other publicly‐traded companies.

Luiza Andréa Farias Nogueira Ribeiro. Ms. Andrea, born on 11/30/1964, is a Master of Business Administration, Bachelor of Business Administration, with supplementary qualification in leadership and management. She has experience as a businesswoman and business consultant in the areas of Human Resources, Strategic Management and Process Management. She took the office of Director of Organizational Development at M. Dias Branco in 2006, position she holds to this day, being in charge of the management and personnel, personnel management, communication, occupational health and sustainability areas.

Guilherme Affonso Ferreira. Mr. Guilherme, born on 05/09/1951, holds a degree in production engineering from Polytechnic School of the University of São Paulo – USP. He also studied economics at the Macalester College in St. Paul, Minnesota. Since 2020, partner and Senior Advisor at MOS Capital. From 2007 to 2020, he was partner and chairman of Teorema Capital. In addition, he is a Counselor of Arezzo, B3, M Dias Branco, Miter, 3R Petroleum and Valid, all listed on B3. He was CEO of Bahema during the period in which the company was a relevant shareholder of the Unibanco (1986 to 2008) – and obtained a return of around 50% per year, in dollars, with the investment. He was also a Board Member of Petrobras from 2015 to 2018, participating in the company’s restructuring program.

Ricardo Luiz de Souza Ramos. Mr. Ricardo, born on 12/07/1964, graduated in mechanical engineering from Universidade Gama Filho. He also attended a Master’s in Business Administration from COPPEAD at the Federal University of Rio de Janeiro and an International Master’s in Management from the University of Lancaster. From April 2021 to June 2022, he was managing partner responsible for M&A and fundraising for long-term financing at BF Capital Assessoria Financeira. From 2016 to 2019, he held various management positions at the National Bank for Economic and Social Development (BNDES). In addition, he was a member of the Board of Directors of ENEVA S.A from 2012 to 2014, of FAPES – BNDES Assistance and Social Assistance Foundation (2013 to 2016/2016 to 2017), of SEBRAE – Brazilian Service to Support Micro and Small Companies (2016 to 2019) and ABDE – Brazilian Association of Development Financial Institutions (2016 to 2017).

Daniel Funis. Mr. Daniel Funis, born on 03/26/1976, holds a degree in mechatronics engineering from Escola Politécnica- USP, has a master’s degree in business administration from the University from Cambridge, England. With large experience in e-commerce, he was part of the team that introduced Groupon (Nasdaq:GRPN) in Brazil, leading the marketing area. It was the responsible for 10 years for Farfetch (NYSE:FTCH) operations in Brazil and Mexico. He currently works at Farfetch on M&A projects. Prior to these experiences, he held different positions in the areas of engineering, production, sales and marketing in companies such as Fiat and Unilever, performing these functions in Argentina, Brazil, France, England and Italy. He also currently serves on Westwing’s board of directors. (BVMF:WEST3).

Maria Regina Saraiva Leao Dias Branco. Mrs. Regina, born on 12/15/1961, is currently the Company’s Administration and Development Vice-President. Starter her business activities at the Company itself, in 1980. In 1989, she took over the Company’s Administrative Board, where remained until 2003, the year in which she was appointed Corporate Administrative Director. Graduated in Business Administration in 1987, from the University of Fortaleza – UNIFOR. In 2008, she completed an MBA in Business Management from Fundação Getúlio Vargas. Annually participates in an event aimed at leaders of large organizations on leadership, strategy and management. She is also the Chief Executive Officer of Idibra Participações S.A., active in the real estate development and civil construction market. Her first term at the Company began in April 2006. Ms. Regina has not worked for other public companies.

Luciane Nunes de Carvalho Sallas. Mrs. Luciane, born on 01/19/1975, has a degree in Business Administration from the University of Pernambuco, a postgraduate degree from IBMEC in Capital Markets and an MBA in Finance and Risk from USP. Experience in managing Finance, Purchasing, IT, HR and Administrative. Started her career at Grupo Pilar in Recife, then worked for 10 years at AmBev/Ab-Inbev in the headquarter in SP and Belgium, at this stage leading a global productivity project, focusing mainly on Europe and Asia. Returned to Recife as CFO of Areva-Koblitz, a company operating in Latin America in the renewable energy segment. She then worked for 5 years at the Jornal do Commercio de Comunicação System, of the João Carlos Paes Mendonça group, at the head of the entire administrative-financial and technology operation, also leading the digital business, as an executive at Portal NE10. She also worked as Financial Planning Director for Solar Coca-Cola. Currently, she is the Company’s Executive Director of Investments and Financial Planning.

Francisco Marcos Saraiva Leao Dias Branco. Mr. Marcos, born no 06/23/1964, started his business career at the Company, in 1980. As he stood out in the Company‘s Commercial area, Mr. Marcos was appointed as Officer in 1989, being thereafter vested in the position of Corporate Commercial Officer, in 2003. His first term of office at the Company started in April 2006. In 2006, he was elected Commercial Vice President of the Company, a position he held until February 25, 2019. Mr. Marcos has not worked in other commercial companies.

Daniel Mota Gutierrez. Mr. Daniel Gutiérrez, born on 07/04/1973, is Legal Vice President, of Governance, Risks and Compliance. He joined M. Dias Branco in July 2006, in the position of Corporate Legal Advisor. He is an Officer at the following subsidiaries of M. Dias Branco: Latinex Importação e Exportação de Alimentos Ltda., Jasmine Indústria e Comércio de Alimentos Ltda., Darcel S.A and Cacama S.A and is an Officer at the affiliate of M. Dias Branco Terminal de Trigo do Rio de January – Logística S.A. He is a lawyer enrolled in the Brazilian Bar Association, Ceará OAB/CE Section, since 1995 and in the São Paulo-OAB/SP Section, since 2004. He specializes in Civil Procedural Law from the University of Fortaleza-UNIFOR. He also holds a Master’s and Doctorate in Civil Procedural Law from the Pontifical Catholic University of São Paulo- PUC/SP. Former Manager of the Corporate Legal Advice of Cia. of Seguros Aliança do Brasil, having carried out his duties in São Paulo. Former Professor of the Master’s Course in Law at Unichristus – Centro Universitário Christus. Former Professor of the Graduate Program in Law at the University of Fortaleza. Former scholarship holder of the Coordination for the Improvement of Higher Education Personnel-CAPES. He was Vice-President of the Social Security Commission of the OAB/CE. Acting as a Lawyer-Partner of a law firm, he provided services to several companies and regional and national entities, in the field of Business Law, notably in the civil, consumer, administrative and labor areas.

Francisco Ivens de Sá Dias Branco Junior. Mr. Ivens Jr., born on 09/08/1960, is currently the Company’s Chief Executive Officer. He began his professional activities at the Company itself, in 1976, covering several of its sectors. In 1981, as he stood out in the industrial area, he became a shareholder of the Company and took over its Industrial Board. In 2002, it contributed fundamentally to the implementation of the G.M.E. (CE), the Company’s industrial unit producing margarine and vegetable shortening. In 2003, Mr. Ivens Jr. became the Company’s Managing Director, a position he held until he was appointed to his current position. Throughout his career, Mr. Ivens Jr. he was awarded several prizes and titles, highlighting the Edson Queiroz Medal, conferred in 2005 by the Legislative Assembly of Ceará. From 2006 to 2021, he held the position of Industrial Vice President of the Company. Mr. Francisco Ivens de Sá Dias Branco Júnior has not worked for other public companies.

Gustavo Lopes Theodozio. Mr. Gustavo Theodozio, born on 07/04/1975, is graduated in Business Administration, with an MBA in Business Management and a postgraduate degree in Accounting and Controllership. In more than 25 years of career, he held leadership positions in the Financial and Investor Relations areas in companies such as Biosev (Louis Dreyfus Company), Unipar Carbocloro (Solvay Indupa), JBS (JBS Couros, Vigor and Itambé) and JCPM Group ( Bompreço Supermercados do NE and Jornal do Comércio Communication System). He also served as Board Member at Solvay Indupa, Solalban Energy and Tecsis.

Click here to access the Internal Regulations of the Board of Directors

The Company’s executive officers are its legal representatives, principally responsible for the day-to-day management of its business and for implementing the policies and general guidelines determined by its shareholders and by its Board of Directors. Moreover, according to M. Dias Branco’s by-laws, any act that is not of exclusive responsibility of the general shareholders meetings, will become the responsibility of its executive officers.

The members of the Company’s Board of Executive Officers are elected by the Board of Directors for three-year terms, and can be reelected and removed at any time by the Board of Directors. M. Dias Branco’s Chief Executive Officer is responsible for: (i) implementing coordinated and integrated actions in the production process, (ii) developing the Company’s operations in accordance with previously approved terms, (iii) defining its strategies and operating guidelines and (iv) establishing the criteria for implementing the resolutions passed at meetings of its shareholders or Board of Directors, together with other executive officers, for supervising all its operations, coordinating and monitoring the activities of the executive officers and for presiding over their meetings.

The Regulations of the Novo Mercado segment of the Bovespa require officers to sign a management term of agreement before they may assume their respective posts. By signing this term, the officers of M. Dias Branco expressly assume personal responsibility for complying with the rules stated in the Term of Agreement of the Novo Mercado, the Novo Mercado Regulations, and the Market Arbitration Chamber Regulations.

Mr. Francisco Ivens de Sá Dias Branco Júnior is the Company’s Chief Executive Officer. He began his career at the Company in 1976 working on several of its divisions. In 1981, for his performance in the Company’s industrial area, he was appointed Industrial Officer of the Company, and became a shareholder. In 2002, he contributed significantly to the implementation of the G.M.E. Division in the State of Ceará, one of the Company’s plants that manufactures margarine and vegetable shortening. In 2003, Mr. Ivens Jr. became the Company’s Superintendent Officer, a position that he held until being appointed to his current position. Throughout his career, he received several awards and titles, such as the Edson Queiroz Medal, awarded in 2005 by the House of Representatives of the State of Ceará. He became the Company’s Industrial Vice President in 2006. Mr. Ivens Jr. has not worked for other publicly held companies.

Mr. Francisco Cláudio Saraiva Leão Dias Branco is the Industrial Vice‐President – Mills of the Company, in which he has been a shareholder since 1998. He started his business activities at the Company, assuming, in 1992, the position of Industrial Director of Moinho Dias Branco, the Company’s first wheat milling unit. In 2003, he assumed the position of Corporate Industrial Director ‐ Mill Division of the Company and, 2013, he became a member of the Company‘s audit committee. Responsible for introducing the company’s milling units, Mr. Cláudio graduated in Mechanical Engineering by Universidade de Fortaleza, 1980, and started his extensive specialization path in wheat milling, attending many courses in different countries, highlighting the Milling Technology Course provided by Swiss Milling School, St. Gallen, in 1991. Mr. Cláudio obtained, in 1992, at the Buhler Training Center, in Uzwil, Switzerland, the certificate on Wheat Milling Technology. Also in 1992, Mr. Claudio as an intern at Weston Research, Maidenhead, England. In 1999, he participated in the Abitrigo’s Baking and Milling Program. He was Director of the Federation of Industries of the State of Ceará – FIEC, between 1999 and 2002, and Director of the Brazilian Association of Wheat Industries – ABITRIGO, between 2002 and 2004. His first term of office at the Company started in April 2006. Mr. Claudio has not worked in other publicly‐traded companies.

Mrs. Maria Regina Saraiva Leão Dias Branco is currently the Company‘s Vice-President of Management and Development, in which she has been a shareholder since 1998. She started his business career at the Company, in 1980. In 1989, she took the office of Company‘s Administrative Officer, position performed until 2003, when she was appointed as Corporate Administrative Officer. She holds a Bachelor‘s Degree in Business Administration, in 1987, by Universidade de Fortaleza – UNIFOR. In 2008, she completed a MBA in Business Management by Fundação Getúlio Vargas. She annually attends an event targeted to directors from major organizations on leadership, strategy and management. In paralell, she is the Administrative Officer of Idibra Participações S.A., a business from the same economic group as the Company, operating in the real estate development and civil construction market. Her first term of office at the Company started in April 2006. Ms. Regina has not worked in other publicly‐traded companies.

Mrs. Maria das Graças Dias Branco da Escóssia is Deputy Chairman of the Board of Directors, participating as a shareholder since 1998. Mrs. Graça began her activities in the business environment in 1985, managing a company in the hotel sector, becoming Vice-President in 1987. In 2001 Mrs Graça became part of the Institutional Relations Board at the company, later becoming the Corporate Officer of Institutional Relations in 2003, a role which she performed until April 2006 when she was nominated for her current position at the company, Financial Vice-President. Mrs. Graça graduated in Law at the Federal University of Ceará in 1985 and gained an MBA in Business Management in 2008. She was a member of the company’s Audit Committee from May 2010 to May 2013. Mrs. Graça has not worked at any other publicly-traded companiess.

Mr. Gustavo Lopes Theodozio has a degree in Business Administration, an MBA in Business Management and a Postgraduate Degree in Accounting and Controlling. In over 25 years of career, he has occupied leading positions in the Financial and Investor Relations areas at companies such as Biosev (Louis Dreyfus Company), Unipar Carbocloro (Solvay Indupa), JBS (JBS Couros, Vigor and Itambé) and Grupo JCPM (Bompreço Supermarkets of the NE and Jornal do Commercio Communication System). He also held the position of Director at Solvay Indupa, Solalban Energy and Tecsis.

Mr. Daniel Mota Gutierrez holds a Master’s and Doctor’s degree in Social Relations Law, Civil Procedure Sub-area, from PUC/SP. Licensed Professor of the Masters in Law at the Christus University Center (UNICHRISTUS). He is currently Executive Legal Director of the company M. Dias Branco. He started working as Corporate Legal Adviser at the company in July 2006. He is statutory director of Terminal de Trigo do Rio de Janeiro Logística S.A and of Latinex, a subsidiary da M.Dias Branco S.A, substitute member of the Board of Directors of M. Dias Branco and effective member of the ESG Committee and People and Management Committee. He is president of the Pasta Industries Union food and Biscuits in the state of Ceará (SINDMASSAS) and titular member of the council of representatives of the Federation of industries of the state of Ceará (FIEC). Former Manager of Corporate Legal Assistance at Cia. de Seguros Aliança do Brasil, member of the board of Directors of Aquiraz Investimentos Turísticos S.A and statutory director od Indústria de Produtos Alimentícios Piraquê S.A (then subsidiary of M.Dias Branco).