Investor Relations

    Management

     MANAGEMENT

    Executive Officers

    BOARD OF EXECUTIVE OFFICERS

    The Executive Officers make up Biosev‘s executive body, which carries out all the company‘s management actions.

    Under the company‘s Bylaws, the Board of Executive Officers may be composed of at least 3 and no more than 8 members, who shall be appointed: Chief Executive Officer, Chief Financial Officer, Director of Investor Relations, Chief Operating Officer, and Officers without a specific designation Any director may accumulate functions of another position of the Board of Executive Officers, observing the legal limits. Currently, the Board of Executive Officers has 4 members.

    NAME POSITION DATE OF ELECTION ENDING OF TERM
    Juan José Blanchard Chief Executive Officer 08/14/2019 BDM after the GSM that decides on the accounts for the fiscal year ended 03/31/2020
    Leonardo Oliveira D’Elia Chief Financial and Investor Relations Officer 11/06/2019 BDM after the GSM that decides on the accounts for the fiscal year ended 03/31/2020
    Ricardo Lopes Chief Operating Officer 08/14/2019 BDM after the GSM that decides on the accounts for the fiscal year ended 03/31/2020

    Board of Directors

    The Board of Directors is the company‘s joint decision-making body and is responsible for establishing its policies and general guidelines, including long-term strategy, the control and monitoring of its performance, and overseeing the management of the directors.

    Under the Bylaws, the Board of Directors may be composed of at least 5 and no more than 9 members elected by the General Assembly with a unified term of two years and reelection being permitted. At least 20% of the members on the Board of Directors shall be Independent Board Members, as defined in the Listing Regulations of Novo Mercado in B3 S.A. - Brasil, Bolsa, Balcão. Currently, the Board of Directors has 8 members.

    NAME POSITION DATE OF ELECTION ENDING OF TERM
    Adrian Gustavo Isman Chairman of the Board 07/31/2019 OGSM 2020
    Patrick Julien Treuer Vice-Chairman of the Board 07/31/2019 OGSM 2020
    Enrico Biancheri Board Member 07/31/2019 OGSM 2020
    André Roth Board Member 07/31/2018 OGSM 2020
    Federico Adrian Cerisoli Board Member 07/31/2018 OGSM 2020
    Neil Roxburgh Balfour Independent Board Member 07/31/2018 OGSM 2020
    Philippe Jean Henri Delleure Independent Board Member 07/31/2018 OGSM 2020
    Ricardo Barbosa Leonardos Independent Board Member 07/31/2018 OGSM 2020

    Fiscal Council

    According to the Brazilian Corporation Law, the Fiscal Council is an independent body of management and external audit. The primary responsibility of the Fiscal Council is to oversee the actions of the executive officers and analyze the company‘s financial statements and then report on their findings to the shareholders of Biosev. The Company‘s Fiscal Council does not have permanent operations and can be set up in any fiscal year if there is a request by shareholders.

    Currently Biosev does not have a Fiscal Council.

     
    Support Committees

    Biosev currently has the following committees that give support to the Board of Directors:

    At its meeting held on April 12, 2013, the creation of these committees was ratified by the Board of Directors.

    Strategic Committee

    The Investment Committee has the following responsibilities and powers according to the regulations approved by the Board of Directors:

    (i) review the proposed budgets to be adopted in each year by the Company, itssubsidiaries and controlled companies, as well as the proposed reviews and adjustments (reforecast) of the budgets approved;
    (ii) review the business plan of the Company, its subsidiaries and controlled companies;
    (iii) review the risk management policy of the Company, its subsidiaries and controlledcompanies, as well as recommend to the Board of Directors eventual adjustments to the Company’s practices, plans and policies relating to the risk management;
    (iv) review the significant investment projects involving the Company, its subsidiaries and controlled companies;
    (v) review the M&A projects, joint ventures and significant associations involving the Company, its subsidiaries and controlled companies; and
    (vi) comply with other responsibilities eventually established by the Board of Directors’ Chairman.

    MEMBER DATE OF ELECTION
    Enrico Biancheri 07/31/2019
    Adrian Gustavo Isman 08/09/2018
    Ricardo Barbosa Leonardos 08/09/2018

    aUDIT cOMMITTEE

    The Audit Committee has the following responsibilities and powers according to the regulations approved by the Board of Directors:

    (i) review the Company’s financial statements, including the management report, notes and independent auditor’s report;
    (ii) review the Related-Party Transaction Policy and the changes and amendmentsthereto, as well as recommend to the Board of Directors eventual changes in the practices adopted by the Company relating to the related-party transactions;
    (iii) review the related-party transactions not in according with the Related-Party Transaction Policy approved by the Board of Directors;
    (iv) review the proposed fee payable to the Company’s independent auditors to conduct the independent outside audit;
    (v) review the compliance policies and practices adopted by the Company;
    (vi) analyze material frauds whenever requested by the Board of Directors’ Chairman;and
    (vii) comply with other responsibilities eventually established by the Board of Directors’ Chairman.

    MEMBER DATE OF ELECTION
    Federico Adrian Cerisoli 08/09/2018
    Wagner Bertazo 08/09/2018
    Adrian Lima da Hora 08/09/2018

    hUMAN RESOURCES COMITTEE

    The HR Committee has the following responsibilities and powers according to the regulations approved by the Board of Directors:

    (i) review the compensation policies and plans and benefits granted to the employees, managers and officers of the Company, its subsidiaries and controlled companies, including the variable compensation policies relating to the distribution of shares, stock options and other short- and long-term instruments;
    (ii) recommend to the Board of Directors the adoption of, change of or amendment to the compensation policies and plans and benefits granted to the employees, managers and officers of the Company, its subsidiaries and controlled companies, including the variable compensation policies relating to the distribution of shares, stock options and other short- and long-term instruments;
    (iii) review the management compensation of the Company, its subsidiaries and controlled companies;
    (iv) obtain information on the market conditions relating to compensation, benefits and short- and long-term incentives of employees, managers and officers, if applicable or required; and
    (v) comply with other responsibilities eventually established by the Board of Directors’ Chairman.

    MEMBER DATE OF ELECTION
    Andrea Maserati 08/09/2018
    Juan Jose Blanchard 08/09/2018
    Maria Paula Ferreira Curto 08/14/2019
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