Management Proposal (short version / main figures)

Transcription

1 Management Proposal (short version / main figures) Ordinary and Extraordinary Shareholder s Meeting Date: 29 th April, 2019 Time: 10:00 am and 10:30 am (EST Brasília)

2 Disclosure of the Documents according to Instruction CVM nº 481/09 2

3 COMPANY MASSAGE We are pleased to submit for your appreciation the Qualicorp Consultoria e Corretora de Seguros S.A. ( Company ) Management Proposal and its subsidiaries for the 29 th April, 2019 Sahereholder s meeting. In regards for the foreign investors, we present an English version of the Management Proposal originally reported on 29 th March, The material that follows is for now, a short version, with what the Company considers the main figures. We hope we will be able to provide the full version as soon as possible. 3

4 INDEX 1. CALL NOTICE PROPOSAL FOR COMPENSATION OF DIRECTORS AND OFFICERS ANNEX B: ITEMS 12.5 TO OF THE COMPANY S REFERENCE FORM (article 10 of CVM Instruction nº 481/09)..9 4

5 1. CALL NOTICE QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A. CNPJ / MF nº / NIRE 35,300,379,560 Publicly-held Company CALL NOTICE OF ANNUAL GENERAL MEETING AND EXTRAORDINARY GENERAL MEETING We hereby call the shareholders of QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A. ("Company") to the Annual General Meeting, to be held on April 29, 2019, at 10:00 a.m., and to the Extraordinary General Meeting, to be held on April 29, 2019, at 10:30 a.m., both at the Company's headoffice, located in the city of São Paulo, State of São Paulo, at Rua Dr. Plínio Barreto, no. 365, parte, Bela Vista, CEP , to pass resolutions on the following agenda: At the Annual General Meeting: (i) to review the directors and officers accounts, as well as to examine, discuss and vote on the Company's Financial Statements for the fiscal year ended on December 31, 2018, together with the Management Report and Independent Auditors' Report; (ii) to review the proposal for allocation of the net income for the fiscal year ended on December 31, 2018 and the distribution of dividends to the Company's shareholders; (iii) to establish the number of members to make up the Company's Board of Directors; and (iv) to elect the members to the Company's Board of Directors. At the Extraordinary General Meeting: (i) to set the limit amount of the annual overall compensation of the Company's directors and officers; (ii) to amend the Company's Bylaws, in order to provide for that any transactions with related parties involving the Company and shareholder(s) shall, after approval by the Board of Directors, be mandatorily submitted to the Company's general meeting for resolution, with the consequent addition of subsection "xvii" to art. 8 of the Company's Bylaws; and (iii) to amend the Company's Bylaws, in order to eliminate the position of Commercial Officer and to create the position of Legal Officer, with the consequent amendment to art. 18 and to art. 20, paragraph 1, (v) of the Company s Bylaws. 5

6 General information In accordance with Paragraph 2 of Article 7 of the Company's Bylaws, the shareholders must submit, at least forty-eight (48) hours in advance to the Annual General Meeting and to the Special Shareholders General Meeting: (i) a document issued by the institution acting as depositary of their book-entry shares or having the custody thereof, in the form of article 126 of Law 6404, of December 15, 1976 and/or in the event of shareholders participating in the fungible custody of registered shares, the account statement showing their respective shareholding interest, issued by the competent body; and (ii) the proxy, duly perfected in accordance with the law and the Company's Bylaws, with due regard to the formalities set forth in item 12.2 of the Company's reference form, in the event the shareholder is represented by a proxy at the meeting, without certification of the shareholder s signature by a notary public being required in such proxies, as well as notarization and consularization or apostille in the case of proxies granted abroad. The Company also waives the certified translation of powers of attorney originally drawn up in Portuguese, English or Spanish, or accompanied by the respective translations into such languages. The shareholder or his/her legal representative shall attend the Annual General Meeting and the Extraordinary General Meeting with documents proving his/her identity. Pursuant to CVM Instruction 481/09, the Company will adopt the remote voting system, allowing its shareholders to send remote ballot papers through their respective custodian agents, the depositary financial institution in charge for the book-entry services of the Company s shares, Banco Bradesco S.A., or directly to the Company, according to the model form provided by the Company and with due regard to the instructions set forth in item 12.2 of the Company's reference form. The minimum percentage of interest in the voting capital required for requesting the adoption of the multiple vote process for election of the members of the Board of Directors is five percent (5%), with due regard to the legal term of forty-eight (48) hours of advance to the Annual General Meeting for such request. The documents related to this call notice, including those required in CVM Instruction 481/2000, shall be available to the Shareholders at the Company's head-office, on the Company's Investor Relations webpage ( on the website of the Brazilian Securities and Exchange Commission (http: // www. cvm.gov.br) and of B3 SA - Brasil, Bolsa, Balcão ( 6

7 São Paulo, March 29, Raul Rosenthal Ladeira de Matos Chairman of the Board of Directors 7

8 2. PROPOSAL FOR COMPENSATION OF DIRECTORS AND OFFICERS The Company's Directors and Officers propose an overall annual compensation of up to fifty-three million, four hundred and forty-seven thousand, one hundred and sixty reais and fifty cents (R$ 53,447,160.50), including fixed and variable compensation in case of exceeding by one hundred and twenty percent (120%) the predetermined goals, for the period from January 1, 2019 to December 31, With respect to the above mentioned amount, the directors and officers would like to provide the following additional information: (a) in the event of full achievement (100% - one hundred percent) of the goals established for 2019, both corporate and individual goals, the amount would come to a total of forty million, two hundred and forty seven thousand reais (R$ 40,247,000.00) (see Table 1 below); 2019 Corporate Goals Net Additions EBITDA (disclosed by the Company) Operating Cash Flow (disclosed by the Company) Customer Satisfaction Rate 2019 Individual Goals Weight in variable compensation 70% 30% Table 1 (b) the proposed compensation includes the delivery of restricted shares, according to the plan approved in No shares were granted or delivered in 2017 and 2018 to statutory members of the Company s management; (c) differently from the compensations stated for fiscal years 2017 and 2018, the proposal provides for a compensation to the Chief Executive Officer that is consistent with the market practices for the entire year 2019, according to studies carried out by the Company; (d) the last occasion on which the Company had a chief executive officer receiving a compensation consistent with market practices was in 2016, for which reason we have adopted such year as a benchmark for comparative purposes; 8

9 4. ANNEX B: ITEMS 12.5 TO OF THE COMPANY S REFERENCE FORM (article 10 of CVM Instruction nº 481/09) 12.5/6 Composition and professional experience of the management bodies and statutory audit committee: Name Birth Date Management body Election date CPF Profession Elective position held Taking office date Other positions and duties exercised in the issuer Independent member Grace Cury de Almeida Gonçalves Tourinho Economist Chief Financial Officer and Human Resources Officer No Leonardo Porciúncula Gomes Pereira Does not hold other position. No Raul Rosenthal Ladeira de Matos N of Consecutive Terms Attendance of meetings (%) 09/01/1965 Executive Officer only 05/08/ Investor Relations Officer 05/08/ % No Term of office Elected by the controlling shareholder Until the next RCA following the AGM of /25/1958 Director only 03/29/ Until the AGM of 2020 Production Engineer and Economist Engineer President of the Compensation Committee No Rosangela Martins de Souza 24 Chairman of Independent Board of Directors 03/29/2019 0% No 08/18/1948 Director only 03/29/ Until the AGM of Board of Directors (Effective) 03/29/ % No 07/04/1966 Executive Officer only 05/08/ Accountant 19 Other Officers 05/08/ % No Strategic Affairs Officer and member of the Ethics and Compliance Committee No Wilson Olivieri 06/07/1958 Director only Business manager 27 Independent Board of Directors (Effective) 03/29/ /29/2019 Member of the Compensation and Corporate Governance Committees and president of the Audit Committee No Until the next RCA following the AGM of Until the AGM of % No Alexandre Silveira Dias 09/18/1971 Director only 03/29/ Until the AGM of Engineer Does not hold other positions 27 Independent Board of Directors (Effective) 03/29/ % No 9

10 Yes José Seripieri Filho 01/31/1968 Director and Executive Officer 03/29/ Until the next RCA following the AGM of 2019 (CEO) and Until the AGM of 2020 Director (Effective) Business Owner Member of the Compensation Committee No 33 Director (Effective) and CEO 03/29/ % No Rogério Paulo Calderón Peres 02/02/1962 Director only 03/29/ Until the AGM of Director 27 Independent Board of Directors (Effective) 03/29/2019 0% No President of the Governance Committee and Member of the Audit Committee No João Cox Neto 05/02/1963 Director only 03/29/ Until the AGM of Economist Does not hold other positions Yes 27 Independent Board of Directors (Effective) 03/29/2019 0% No Professional experience / Declaration of possible convictions ** Grace Cury de Almeida Gonçalves Tourinho Born in 1965, graduated in Economics from the Catholic University of Salvador and Master of Business Administration (MBA) from IBMEC - São Paulo. She developed her professional carrier with PriceWaterhouse of Brazil and Portugal (a consultancy industry company) from 1986 to 1994, as well as has worked with OPP Petroquímica / Braskem (a chemical industry company), an Odebrecht Group company ( an engineering and infrastructure industry company) in the period from 1996 to 1998 in the area of USGAAP. From 1998 to 2005, she worked in the Controllership of Companhia de Bebidas das Américas AmBev (which is part of the issuer's economic group or is controlled by an issuer's shareholder). From 2005 to June 2008, she was Controller of Kimberly Clark Brazil (a cleaning and sanitizing industry company). From July 2008 to September 2012, she undertook the positions of Chief Financial and Investor Relations Officer and, later, of Brazil General Director of T4F Entretenimento S.A. (a company engaging in the entertainment and event organization that is not part of the Company's economic group or is controlled by a shareholder holding a direct or indirect stake equal to or greater than 5% of the same class or type of securities of the Company). Since November 2012, she has held the position of General Director of UFC - Brazil (an entertainment and organization of martial arts events company that is not part of the Company's economic group or is controlled by a shareholder holding a direct or indirect stake, equal or more than 5% of the same class or type of securities of the Company). She joined the Company in 2014 and is currently our Investor Relations Officer, also holding the positions of Chief Financial Officer and Human Resources Officer. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Leonardo Porciúncula Gomes Pereira Born on April 25, 1958, Mr. Leonardo Porciúncula Gomes Pereira is independent chairman of the Board of Directors of the Company. Graduated in Production Engineering from the Federal University of Rio de Janeiro in 1981 and in Economics from Universidade Cândido Mendes in He participated in the Transcultural Management Program - AOTS in 1986, in the Strategic Finance Program IMD in 1997, in the Executive Development Program Wharton Business School in 1998, in the Senior Executive Program at Columbia University in 2005 and in the Executive Programs at Singularity University in the US and of M&A at the London Business School in He was conferred an MBA degree from the University of Warwick, in England, in He worked for 13 years (from 1982 to 1995), in different positions, with Citibank in Brazil, Asia and the United States. In addition, he was Planning and Investor Relations Officer at Globopar, a communications company, from 1995 to 2000 and Vice-President of Finance and Investor Relations at Net Serviços, a telecommunications company, from 2000 to 10

11 2007. In 2007, he became CEO of Companhia Vale do Araguaia, a lumber company, a position he held until 2009 when he became Executive Vice President of Gol Linhas Aéreas. Mr. Leonardo Pereira also held the position of President of the Brazilian Securities and Exchange Commission (CVM) from 2012 to Currently, Mr. Leonardo does not hold management positions in other companies or third-sector organizations. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or commercial activity by such member of the Company's management. Under the applicable regulations, Mr Leonardo does not consider himself to be politically exposed. The criterion used by the Company to determine independence was established in the New Market Regulation of B3 S.A. Brasil, Bolsa, Balcão, applicable to the Company at the time of the election of the member Raul Rosenthal Ladeira de Matos Mr. Matos holds a degree in industrial production engineering from Faculdade de Engenharia Industrial - FEI. He holds a Ph.D. in Production Engineering-Financial Simulation from the University of Birmingham, England and a Master's degree (M.Sc.) from the University of Birmingham, England, and from COPPE/UFRJ. Currently, Mr. Raul is a member of the Board of Directors of the following companies in Brazil: Copebrás-Anglo American Group (a company in the chemical industry that is not part of the Company's economic group or is controlled by a shareholder holding direct or indirect interest, equal to or greater than 5% of the same class or type of securities of the Company) and JMacedo (a company in the food industry that is not part of the Company's economic group or is controlled by a shareholder holding a direct or indirect stake, equal to or greater than 5% of the same class or type of securities of the Company). Mr Matos joined the Company in 2011 and, currently, is a member of our Board of Directors and President of the Compensation Committee. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Under the applicable regulations, Mr. Raul Rosenthal Ladeira de Matos does not consider himself to be politically exposed. Rosangela Martins de Souza Ms. Rosangela holds a degree in accounting from the current UNICID and a master's degree in Controllership from Fundação Getúlio Vargas - FGV. From 1987 to 1991, he worked in the accounting area of Lojas Arapuã S/A (retail industry company) and until 1993 at Austacem / Cenesp Alimentação Ltda. She has been working in the health industry since 1993, during which time she worked for SL Saúde S/A (São Leopoldo Hospital). In 1998, dhe joined the Saúde ABC Planos de Saúde Ltda. as Cost Coordinator / Accounting Manager until Ms. Rosangela has been part of our staff since 2005, working in the finance area, being responsible for Controllership and Finance (Financial, Accounting, Tax, Planning and Management, Administrative, Compliance and Internal Audit - Interim), with a staff of about 200 employees where she acted as Controllership and Finance Officer. Currently, Mrs. Rosangela holds the position of Strategic Affairs Officer and member of the Company's Ethics and Compliance Committee. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Under the applicable regulations, Ms. Rosangela Martins de Souza does not consider herself to be politically exposed. Alexandre Silveira Dias Mr. Dias is a Senior Partner in Victoria Capital Partners, an independent private equity firm focused on South America. Recently, Mr. Dias was CEO of Anhanguera Educacional Participações S.A. (an educational industry company) - a company listed on the stock exchange in Brazil - coordinating all its strategy and operations as the largest educational company with total revenues in excess of US$ 1 billion (from September 2010 to November 2011). Prior to Anhanguera Educacional, between 2005 and 2010, Mr. Dias was CEO of two other companies: Google (a data processing and Internet company - from 2008 to September 2010) in Brazil and DIRECTV (a telecommunications company ) in Argentina, Uruguay and Peru. At Google, Mr. Dias was responsible for operations in Brazil, including sales, business development, and support functions in coordination with engineering and product development globally. At DIRECTV, Mr. Dias also served in the functions of financial planning, business development, and sales and marketing as Executive Officer in Brazil. Mr. Dias also worked as a consultant at McKinsey & Company (a consultancy company) in the offices of Brazil, Argentina and Mexico, focused on the practices of Financial Institutions and Telecom in the region. His previous experience also includes M&A in the investment bank Robertson Stephens (a financial institution) in the US, Credit Suisse's Private Equity division in Brazil, and the audit division of Arthur Andersen (an audit and consulting company) also in Brazil. Mr. Dias is a civil engineer graduated from the State University of Campinas (UNICAMP) and obtained his MBA from The Anderson School of Management at UCLA. Mr. Dias currently serves on the Board of Directors of Damásio Educacional S.A. (a company in the educational industry that is not part of the Company's economic group or is controlled by a shareholder holding a direct or indirect stake equal to or greater than 5% of the same class or type of securities of the Company). In addition, he joined the Company in 2012 and is currently an independent member of our Board of Directors. 11

12 In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Under the applicable regulations, Mr. Alexandre Silveira Dias does not consider himself to be a politically exposed. The criterion used by the Company to determine independence was established in the Regulation of B3 S.A. Brasil, Bolsa, Balcão New Market, applicable to the Company at the time of the election of the member. José Seripieri Filho Mr. Seripieri began his professional career in commerce. At the end of the 1980s, he started working in representing and selling health plans. He opened and closed two companies in the industry. Subsequently, he created Qualicorp Consultoria e Corretora de Seguros de Vida e Saúde Ltda. in 1997, through a partnership with Professional Associations and/or Class Entities. Since 1997, Mr. Seripieri has been a member of the Board of Executive Officeres of Qualicorp Group companies. He is currently the Company's Chief Executive Officer, as well as a member of the Board of Directors and of the Compensation Committee. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final decision that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Under the applicable regulations, Mr. José Seripieri Filho does not consider himself to be a politically exposed. Wilson Olivieri Mr. Olivieri is a business manager who graduated from Faculdades Metropolitanas Unidas - FMU, specializing in finance from New York University and Fundação Getúlio Vargas - FGV. He was and Administrative Officer of Fidelity BPO and Fidelity Processadora de Cartões from 2005 to 2009, as well as worked in the financial and operational areas of Medial Saúde S.A. from 2001 to 2004, EBX Brasil S.A. (publicly-held company) in 2000, Pagenet from 1996 to 2000, PepsiCo (Elma Chips and Pizza Hut) from 1989 to 1995 and Philip Morris from 1982 to 1988, among others. From 2009 to 2015 he was our and Investor Relations Officer. Mr. Olivieri is currently a member of our Board of Directors, President of the Audit Committee, and member of the Compensation Committee and the Corporate Governance Committee. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Under the applicable regulations, Mr. Wilson Olivieri does not consider himself to be a politically exposed. The criterion used by the Company to determine independence was established in the Regulation of B3 S.A. Brasil, Bolsa, Balcão New Market, applicable to the Company at the time of the election of the member. Rogério Paulo Calderón Peres Mr. Rogério Paulo Calderón Peres, 56, holds a degree in business administration from Fundação Getúlio Vargas - FGV and in accounting sciences from Paulo Eiró College - FAPEI. He holds graduate degrees in strategy, finance, and corporate governance from Western Ontario, Princeton, and Harvard Universitird. He is currently a member of the Board of Directors of Alupar S.A., an electric energy transmission company, and of the Audit Committees of Itaú Unibanco Holding S.A. and B3 S.A. - Brasil, Bolsa e Balcão. His previous professional career includes the positions of HSBC's Latin American (and a member of the HSBC Finance World Board); Officer of Corporate Control, Investor Relations and of the international operations of Itaú Unibanco S.A.; Executive Finance and Investor Relations Officer of Unibanco S.A.; Vice President of Administration and Finance of Bunge Fertilizantes S.A.; and PwC's audit and consulting professional, being 10 years as a partner. In addition to academic activities as professor and department advisor (CFC - Accounting, Finance and Control) at the Business Management School of São Paulo of Fundação Getúlio Vargas - EAESP / FGV. He joined the Company in 2018 and is currently an independent member of our Board of Directors, being also a member of the Audit Committee and President of the Corporate Governance Committee. In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative process, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by this effective member of our Board of Directors. Under the applicable regulations, Mr. Rogério does not consider himself to be a politically exposed. The criterion used by the Company to determine independence was established in the Regulation of B3 S.A. - Brasil, Bolsa, Balcão New Market, applicable to the Company at the time of the election of the member. 12

13 João Cox Neto The main professional experiences of Mr. João Cox Neto in the last five years are: (i) Embraer S.A., member of the Board of Directors, since Main activity of the company: Aeronautical; (ii) Estácio Participações S.A.: Member of the Board of Directors since 2010 and Chairman of the Board of Directors since Main activity of the company: Education; (iii) Linx S.A.: Member of the Board of Directors, since Main activity of the company: Software; (iv) OTP: Member of the Board of Directors, since Main activity of the company: Concessionaire of roads, airports and ports services; (v) Cox Investments & Advisory: Partner, since Main activity of the company: Investments and consulting; (vi) Braskem S.A.: Member of the Board of Directors, since Main activity of the company: Manufacture of petrochemical products. Mr. João Cox Neto does not hold management positions in other companies or in third-sector organizations. Academic degree: B.S. degree of Economics from Universidade Federal Bahia, in He completed his graduate studies in economics at Université du Québec à Montréal and at the College of Petroleum Studies of Oxford University. The Company declares that it is not aware of any of the following events that have occurred during the last 5 years: (i) any criminal conviction, even though not final and nonappealable, indicating the stage in which it is in the process; (ii) any conviction in an administrative proceeding of the CVM and the penalties applied, even though not final and non-appealable, indicating whether appeals have been filed against the corresponding proceedings with the Board of Appeals of the National Financial System; (iii) any final and non-appealable judgment, in the judicial or administrative sphere, that has suspended or disqualified him for performing any professional or business activity: Mr. João Cox Neto declared to the Company that he is not a politically exposed, as defined in the applicable regulations. The criterion used by the Company to determine independence was established in the Regulation of B3 S.A. Brasil, Bolsa, Balcão New Market, applicable to the Company at the time of the election of the member. 13

14 12.7 / 8 - Composition of the statutory committees, as well as of the audit, risk, financial and compensation committees, even though they are not statutory committees or structures. Name Committee type Position held Profession CPF Other committees description Other positions/duties exercised in the issuer Rogério Paulo Calderón Peres Audit Committee Description of other positions held Birth Date Election date Taking office date Elected by Controlling shareholder N Terms of office Term of office Professional Experience / Declaration of Possible Convictions / Independence Criteria Committeand Member (Effective) Director 11/28/2018 No /18/ /28/ % Independent member of the board of directors (effective) and President of the Corporate Governance Committee Attendance of meetings (%) Indeterminate Committeand Member No Arnaldo Curiati Audit Committee Civil Engineer 11/28/2018 Indeterminate (Effective) /20/ /28/ % Does not hold other position. Business 11/28/2018 No Wilson Olivieri Audit Committee Committee President Indeterminate Manager /07/ /28/ % Member of the board of directors (effective), Member of the Corporate Governance and Compensation Committees 14

15 Name Committee type Position held Profession CPF Other committees description Other positions/duties exercised in the issuer Description of other positions held Birth Date Election date Taking office date Elected by Controlling shareholder N Terms of office Term of office Professional Experience / Declaration of Possible Convictions / Independence Criteria Attendance of meetings (%) Raul Rosenthal Compensation No Committee President Engineer 11/28/2018 Indeterminate Ladeira de Matos Committee /18/ /28/ % Member of the board of directors (effective) José Seripieri Filho Compensation Committee Committeand Member (Effective) Business Owner 11/28/ /31/ /28/ % Member of the Board of Directors (effective) and CEO No Indeterminate Compensation Committeand Member Business 11/28/2018 No Wilson Olivieri Indeterminate Committee (Effective) Manager /07/ /28/ % Member of the board of directors (effective), President of the Audit Committee and member of the Corporate Governance Committee 15

16 Name Committee type Position held Profession CPF Other committees description Other positions/duties exercised in the issuer Rogério Paulo Calderón Peres Corporate Governance Committee Description of other positions held Birth Date Election date Taking office date Elected by Controlling shareholder N Terms of office Term of office Professional Experience / Declaration of Possible Convictions / Independence Criteria Committee President Director 03/14/ /18/ /14/ % Independent member of the board of directors (effective) and Member of the Audit Committee Henrique Nelson Calandra Corporate Governance Committee Committeand Member (Effective) Director 03/14/ /16/ /14/2019 0% Does not hold other positions Wilson Olivieri Corporate Governance Committee Committeand Member (Effective) Business Manager 03/14/ /07/ /14/ % Member of the board of directors (effective), President of the Audit Committee and member of the Compensation Committee **The resumes will be replicated for the members of the committees, except for Henrique Nelson Calandra, whose resume is included below: Henrique Nelson Calandra No No No Attendance of meetings (%) Indeterminate Indeterminate Indeterminate Henrique Nelson Calandra holds a LL.B. from Pontificia Universidade Católica de São Paulo - PUC/SP (1974), and also holds the title of Specialist in Business Law from Escola Paulista da Magistratura - EPM (2005), where he also holds the position of emeritus professor. Mr. Nelson Calandra joined the judiciary in the 1980s. He worked in several judicial districts and was also appointed judge of the 2nd Civil Appeal Court and the Criminal Appeals Court. He is a retired judge of the Court of Justice of the State of São Paulo, who served from 2005 to He was also president of the Associação Paulista de Magistrados [São Paulo State Judges Association] - APAMAGIS (2008/2009) and of Associação dos Magistrados Brasileiros [Association of Brazilian Judges] - AMB (2011 / 2013). He has been President of the Committee on Security of Judges of the Latin American Federation of Judges (FLAM) since 2012, and member of the Superior Council of Legal and Legislative Affairs - CONJUR / FIESP (2013), of the Council of Representatives of the Association of Brazilian Judges - AMB 2014), of the University Council of the Federal University of São Paulo - UNIFESP (2015), and of the Board of Directors of audit company BDOPRO (2017). He is also a banking consultant for the HSLAW Law Firm, focusing on strategic litigation. He was elected a member of the Company's Corporate Governance Committee in March In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by this effective member of our Board of Directors. Under the applicable regulations, Mr. Henrique does not consider himself to be a politically exposed. The criterion used by the Company to determine independence was established in the Regulation of B3 S.A. Brasil, Bolsa, Balcão New Market, applicable to the Company at the time of the election of the member. Arnaldo Curiati Mr. Curiati holds a degree in civil engineering from the Polytechnic School of the University of São Paulo (USP) and in Business Administration from Fundação Getúlio Vargas - FGV. He has 28 years of experience in the real estate market. He was founding partner and director for 13 years of Abyara Planejamento Imobiliário Ltda. (a real estate company that is not part of the Company's economic group or is controlled by a shareholder that holds a direct or indirect stake equal to or greater than 5% of the same class or type of securities of the Company), having participated in the company since 2006, when it went public, until today. Since 2008 up to the present days, Mr. Curiati has been the CEO of Abyara Brokers Intermediação Imobiliária Ltda. (a real estate company that is not part of the Company's economic group or is controlled by a shareholder holding a direct or indirect stake equal to or greater than 5% of the same class or type of securities of the Company), a company of the Brasil Brokers Group, and member of our Audit Committee. 16

17 In the last 5 years, there has been no criminal conviction, in a CVM administrative or judicial/administrative proceeding, with a final and non-appealable judgment that has suspended or disqualified the performance of professional or business activity by such member of the Company's management. Under the applicable regulations, Mr. Arnaldo Curiati does not consider himself to be a politically exposed. 17

18 12.9. Inform the existence of a marital relationship, common-law marriage or kinship up to the second degree between: Justification for failure to fill-in the table: The members of the Company's Board of Directors and Board of Executive Officers do not have any family relationship with each other, with the members of its subsidiaries management, its controlling shareholders or the members of its parent companies management Relations of subordination, provision of service or share control between directors and officers and subsidiaries, parent companies and others 12/31/2018 Director with the related Fiscal Year 12/31/2018 José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Qualicorp Administradora de Benefícios S.A. CEO Fiscal Year 12/31/ / Director with the related José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Qualicorp Corretora de Seguros S.A / CEO Director with the related 18

19 Fiscal Year 12/31/2018 José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Clube de Saúde Administradora de Benefícios Ltda. CEO / Director with the related Fiscal Year 12/31/2018 José Seripieri Filho Control Indirect Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Q Saúde Operadora de Plano de Saúde Ltda. CEO / Director with the related Fiscal Year 12/31/2018 Clube de Saúde Administradora de Benefícios Ltda /

20 Director with the related Fiscal Year 12/31/2018 Connectmed- CRC Consultoria, Administração e Tecnologia em Saúde Ltda. Fiscal Year 12/31/ / Director with the related Gama Saúde Ltda / Director with the related Fiscal Year 12/31/2018 Qualicorp Administração e Serviços Ltda /

21 Director with the related Fiscal Year 12/31/2018 Qualicorp Administradora de Benefícios S/A / Director with the related Fiscal Year 12/31/2018 Qualicorp Corretora de Seguros S/A / Fiscal Year 12/31/2018 Director with the related Grace Cury de Almeida Gonçalves Tourinho Control Indirect Subsidiary Q Saúde Operadora de Plano de Saúde Ltda / Director with the related 21

22 Fiscal Year 12/31/2018 Strategic Affairs Officer and member of the Ethics and Compliance Committee Clube de Saúde Administradora de Benefícios Ltda. Officer Without Specific Designation : / Director with the related Fiscal Year 12/31/2018 Strategic Affairs Officer and member of the Ethics and Compliance Committee Connectmed-CRC Consultoria, Administração e Tecnologia em Saúde Ltda. Officer Without Specific Designation : / Fiscal Year 12/31/2018 Strategic Affairs Officer and member of the Ethics and Compliance Committee Gama Saúde Ltda / Officer Without Specific Designation : 22

23 Fiscal Year 12/31/2018 Strategic Affairs Officer and member of the Ethics and Compliance Committee Qualicorp Administração e Serviços Ltda / Officer Without Specific Designation : Fiscal Year 12/31/2018 Strategic Affairs Officer and member of the Ethics and Compliance Committee Qualicorp Administradora de Benefícios S/A / Officer Without Specific Designation : Fiscal Year 12/31/2018 Strategic Affairs Officer and member of the Ethics and Compliance Committee Qualicorp Corretora de Seguros S/A / Officer Without Specific Designation : 23

24 12/31/2017 Type of relation of the Director with the related Fiscal Year 12/31/2017 José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Qualicorp Administradora de Benefícios S.A / CEO Fiscal Year 12/31/2017 Type of relation of the Director with the related José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Qualicorp Corretora de Seguros S.A / CEO Type of relation of the Director with the related Fiscal Year 12/31/2017 José Seripieri Filho Control Indirect Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Clube de Saúde Administradora de Benefícios Ltda /

25 CEO Type of relation of the Director with the related Fiscal Year 12/31/2017 Clube de Saúde Administradora de Benefícios Ltda / Fiscal Year 12/31/2017 Type of relation of the Director with the related Connectmed- CRC Consultoria, Administração e Tecnologia em Saúde Ltda. Fiscal Year 12/31/ / Type of relation of the Director with the related Gama Saúde Ltda /

26 Type of relation of the Director with the related Fiscal Year 12/31/2017 Qualicorp Administração e Serviços Ltda / Type of relation of the Director with the related Fiscal Year 12/31/2017 Qualicorp Administradora de Benefícios S/A / Type of relation of the Director with the related Fiscal Year 12/31/2017 Qualicorp Corretora de Seguros S/A /

27 Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Aliança Administradora de Benefícios de Saúde S/A : Fiscal Year 12/31/ / COO and member of the Ethics and Compliance Committee GA Corretora de Seguros, Consultoria, Administração e Serviços S.A. : / Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Clube de Saúde Administradora de Benefícios Ltda. Officer Without Specific Designation : /

28 Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Connectmed-CRC Consultoria, Administração e Tecnologia em Saúde Ltda. Officer Without Specific Designation : / Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Gama Saúde Ltda / Officer Without Specific Designation : Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Qualicorp Administração e Serviços Ltda / Officer Without Specific Designation : 28

29 Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Qualicorp Administradora de Benefícios S/A / Officer Without Specific Designation : Fiscal Year 12/31/2017 COO and member of the Ethics and Compliance Committee Qualicorp Corretora de Seguros S/A / Officer Without Specific Designation : 29

30 12/31/2016 José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Qualicorp Administradora de Benefícios S.A / CEO Director with the related José Seripieri Filho Control Direct Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Qualicorp Corretora de Seguros S.A / CEO Director with the related José Seripieri Filho Control Indirect Subsidiary CEO, member of the Board of Directors and Member of the Compensation Committee Clube de Saúde Administradora de Benefícios Ltda. CEO /

31 Director with the related Clube de Saúde Administradora de Benefícios Ltda / Director with the related Connectmed- CRC Consultoria, Administração e Tecnologia em Saúde Ltda / Gama Saúde Ltda /

32 Qualicorp Administração e Serviços Ltda / Qualicorp Administradora de Benefícios S/A / Qualicorp Corretora de Seguros S/A /

33 Convergente Consultoria e Corretora de Seguros Ltda. : / Qualicorp Consultoria em Saúde Ltda / : COO and member of the Ethics and Compliance Committee Aliança Administradora de Benefícios de Saúde S/A : /

34 COO and member of the Ethics and Compliance Committee GA Corretora de Seguros, Consultoria, Administração e Serviços S.A. : / COO and member of the Ethics and Compliance Committee Clube de Saúde Administradora de Benefícios Ltda. Officer Without Specific Designation : / COO and member of the Ethics and Compliance Committee Connectmed-CRC Consultoria, Administração e Tecnologia em Saúde Ltda. Officer Without Specific Designation : /

35 COO and member of the Ethics and Compliance Committee Gama Saúde Ltda / Officer Without Specific Designation : COO and member of the Ethics and Compliance Committee Qualicorp Administração e Serviços Ltda / Officer Without Specific Designation : COO and member of the Ethics and Compliance Committee Qualicorp Administradora de Benefícios S/A / Officer Without Specific Designation : 35

36 COO and member of the Ethics and Compliance Committee Qualicorp Corretora de Seguros S/A / Officer Without Specific Designation : 36