Nomination Policy for Members of the Board ofDirectors, Committees and Executive

Board

  1. PURPOSE, APPLICATION AND BACKGROUND
  1. This "Nomination Policy for Members of Board of Directors, Committees and Executive Board" ("Policy"), approved at the Board of Directors' meeting of MOVIDA PARTICIPAÇÕES S.A. ("Company"), aims to establish the criteria for the composition of the Company's Board of Directors, Advisory Committees and Executive Board, considering the best corporate governance practices, with due transparency.
  2. This Policy is based on: (i) the corporate governance guidelines of the Company's Bylaws, as amended ("Bylaws"); (ii) the "Code of Conduct" applicable to the entities part of the Company's economic group, whose adoption was ratified at the Board of Directors' Meeting("Code of Conduct"); (iii) Law 6404, of December 15, 1976, as amended ("Brazilian Corporate Law"); (iv) the IBGC Code of Best Corporate Governance Practices; and (v) the Listing Regulation of the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Listing Regulation").
  1. BOARD OF DIRECTORS
  1. Nomination Criteria for Members of the Board of Directors
  1. The Board of Directors is a collegiate body, whose performance relies on the respect and understanding of the characteristics of each of its members, without this implying in the lack of debates of ideas. The Board of Directors must be comprised of professionals with diverse backgrounds, knowledge, experiences, behaviors, cultural aspects, age groups and gender, since the Company can benefit from different opinions as it contributes to a more assertive and confident decision-making process.
  2. The Board of Directors must be comprised of, at least, three (3) members and, at most, five (5) members, all of whom are elected and may be removed by the
    Shareholders' Meeting, with a unified term of office of two (2) years and the possibility of reelection.
  3. Of the members of the Board of Directors, at least two (2) or twenty percent (20%), whichever is greater, shall be Independent members,

as defined in B3's Novo Mercado Listing Regulation, and the classification of the nominees appointed to the Board of Directors as Independent Members must be resolved at the Shareholders' Meeting that elects them. Members elected by controlling shareholder pursuant to article 141, paragraphs 4 and 5, of the Brazilian Corporate Law, are also considered as independent members.

2.4. In addition to legal and regulatory requirements and the Company's Bylaws, candidates nominated to the Company's Board of Directors shall comply with the following criteria:

  1. must not occupy a position on the Company's Executive Board;
  2. must be aligned and committed with the Company's values and culture, as well as its Code of Conduct;
  3. must have flawless reputation;
  4. must have academic background that is compatible with the duties to be executed by members of the Board of Directors, as described in the Bylaws;
  5. must have professional experience in diverse areas;
  6. must be free from conflict of interest with the Company; and
  7. must have availability of time to properly dedicate themselves to the attributions, which goes beyond attending board meetings and reading materials in advance.
  1. Nomination Procedure for Members of the Board of Directors
  1. The nomination of members to the Board of Directors may be made by the Company's Executive Board or any of its shareholders, pursuant to the Brazilian Corporate Law.
  2. Shareholders who wish to nominate candidates for the Board of Directors may notify the Company in writing, informing the full name and qualifications of the candidates, by 30 days prior to the Shareholders' Meeting that will elect the
    Company's new Board of Directors.
  3. Pursuant to article 3 of CVM Instruction 367, of May 29, 2002 ("CVM Instruction 367"), the shareholder who submits a nomination of a member of the
    Board of Directors must present the following information with the nomination:
    1. a copy of a clearance declaration, pursuant to CVM Instruction 367, or declare the nominee's confirmation that he/she is wiling to sign a clearance declaration, indicating any eventual

reservations; and

    1. a resume of the nominee containing, at least, their personal information, professional experience, academic background, current professional activity and positions they hold on administrative, fiscal or advisory boards in other companies, in addition to compliance with the requirements of item 2.4 of this Policy.
  1. Proposals for reelections of members must be based on their individual annual performance.
  2. Compliance with the requirements established in item 2.3, 2.4 and 2.8 of this Policy will be confirmed by the Company's Executive Board and, if met, the nominee's name shall be put to vote at the Company's Shareholders' Meeting.
    The election of the members of the Company's Board of Directors shall be carried out as provided for in the Bylaws and applicable legislation.

3. EXECUTIVE BOARD

  1. Nomination Criteria for Members of the Executive Board
  1. The Board of Directors shall nominate for the Executive Board professionals who know how to harmoniously combine the interests of the Company, shareholders, managers, and associates, as well as the Company's social and environmental responsibility guided by legality and ethics. The nomination process must also aim at creating a group that is aligned with the Company's principles and ethical values, including diversity and gender, seeking for individuals with complementary skills and who are qualified to implement strategies and face the Company's challenges and objectives.
  2. The Executive Board shall be comprised by, at least, two (2) Officers, shareholders or not, resident in Brazil, who are elected by the Board of Directors for a term of office of two (2) years, with the possibility of reelection and removal at any time, being: 1 (one) Chief Executive Officer; (ii) 1 (one) Chief Financial Officer: (iii) 1 (one) Investor Relations Officer; (iv) 1 (one) Chief Operating Officer; (v) 1 (one) Development and New Business Officer; (vi) 1 (one) Legal Officer, and other Officers without specific designation or with the designation assigned to them by the Board of Directors. The positions of Chief Executive Officer, Chief Financial Officer and Investor Relations Officer must be filled.
  3. Reelection proposals must be based on the officer's annual evaluation, considering his/her performance and potential, in addition to the meeting the leadership skills required for the Company.
  1. Nomination of the Company's Officers shall comply with the following criteria, according to each role:
    1. must be aligned and commitment with the Company's values and culture, as well as its Code of Conduct;
    2. must have flawless reputation;
    3. must have academic background compatible with the duties to be executed, as described in the Bylaws;
    4. must have knowledge and professional experience compatible with the position for which they were nominated;
    5. must have skills to implement strategies, face challenges and achieve the Company's objectives; and
    6. must be free from conflict of interest with the Company.

B. Nomination Procedure for Members of the Executive Board

  1. The nomination of members for the Company's Executive Board, including for
    Chief Executive Officer, should be preferably made by the executives who are already carrying out activities related to these positions at the Company. The Chief Executive Officer shall nominate other officers to be appointed by the Board of Directors.
  2. Compliance with the requirements established in item 3.4 of this Policy will be confirmed by the Company's Executive Board and, if met, the nominee's name shall be put to vote at the Company's Shareholders' Meeting and nomination will be carried out according to the Bylaws and applicable legislation.

4. NON-STATUTORY COMMITTEES

  1. Nomination Requirements for Members of Non-Statutory Committees
  1. The Company may, at the discretion of the Board of Directors, install or remove advisory committees of the Company's Board of Directors ("Committees"). These C committees are not provided for in the Company's Bylaws and, therefore, must comply with the nomination criteria established in this Policy, as well as the guidelines and attributions approved by the Company's Board of Directors regarding their installation.
  2. The Committees shall be comprised of, at least, one (1) member of the Board of Directors, and may have external advisors, which are not Board members, all of whom shall be appointed and removed by the Board of Directors, with unified

term of office of one (1) year, with the possibility of being renewed for an indefinite period or until said Committee is removed, whichever occurs first.

  1. The sitting members of committees shall not have alternates.
  2. The nomination of committee members by the Board of Directors shall take place at the first meeting following the General Shareholders' Meeting.
  3. The committee coordinator shall be the spokesperson for the Committee, and must also be a member of the Board of Directors, preferably an independent member.
  4. As defined in B3's Novo Mercado Listing Regulation, the Audit and Risk Management Committee shall be comprised by, at least, three (3) members, being:
    1. at least one (1) member an independent member of the Board of Directors;
    2. at least one (1) member must have recognized experience in corporate accounting matters, pursuant to regulations issued by the CVM, which provides for the registration and exercise of independent audit activities within the scope of securities, in addition to establishing the duties and responsibilities of the audited companies in their relationship with independent auditors; and
    3. a single member of the Audit and Risk Management Committee may accumulate the two characteristics provided for in items (i) and (ii) above.
  5. The election of members for the Audit and Risk Management Committee by the Board of Directors, regardless if the nominees are board members or not, shall comply with the following criteria, in addition to item 4.6 above:
    1. must be aligned and committed with the Company's values and culture, as well as its Code of Conduct;
    2. must have flawless reputation;
    3. must have an academic background that is compatible with the attributions of the committee to which the member is being nominated;
    4. must have knowledge and professional experience in the area of activity;
    5. must be free from conflict of interest with the Company; and
    6. must have availability of time to properly dedicate themselves to the attributions, which goes beyond attending board meetings and reading materials in advance.

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Movida Participações SA published this content on 16 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2022 20:53:03 UTC.