Paul Aronzon

Paul is a strategic financial advisor with extensive experience in successful tender offers, proxy contests, rights offerings, M&A and financing transactions, corporate reorganizations, corporate restructuring transactions and numerous successful dispute resolution matters using mediation and various settlement processes.

Paul is the founder of PSA Consulting, LLC, where he currently provides financial and business consulting and fiduciary services, including as an independent advisor, Lead Director, chair or special committee member on boards of directors for public and private companies in a variety of industries. He is also currently affiliated with Arete Capital Partners providing similar services.

Former managing partner of Milbank’s Los Angeles office and co-leader of Milbank’s Global Financial Restructuring Group, Paul has over 40 years of experience as an attorney and principal consultant. He also served as Executive Vice President of Imperial Capital and co-head of its Corporate Finance Group from 2006 to 2008.

In the last five years, he has no criminal convictions, no convictions in CVM administrative proceedings, and no final and unappealable judicial or administrative convictions that have suspended or disqualified him from practicing professional or commercial activities.

Independent Member, in accordance with the definition of “Independent Board Member” in B3’s Novo Mercado Regulations, which is adopted by the Company’s Bylaws in its article 24. Independent Member, in accordance with the definition of “Independent Board Member” in B3’s Novo Mercado Regulations, which is adopted by the Company’s Bylaws in its article 24.

Paul Murray Keglevic

With a Bachelor of Science in Accounting from the University of Illinois, Paul M. Keglevic has experience as an independent member of the Board of Directors of companies in the technology, real estate, healthcare, energy and telecommunications industries. He is currently on the Boards of Directors of IQHQ (since March 2024), Khoros (since July 2023) and Evergy (since March 2020). He has also served on the Boards of Directors of Tupperware, WeWork, Rite Aid, Envision Healthcare, Altera Energy Transportation, Nordic Aviation Corporation, Intelsat, Bonanza Creek Energy (NYSE), Frontier Communications (Nasdaq), Ascena Retail Group (Nasdaq), Stellus Capital Investment Corp (NYSE), TapStone, PetSmart, Clear Channel Outdoor (subsidiária da IHeart Media), Philadelphia Energy Services e Cobalt Energy (NYSE). Além disso, atuou como Presidente da Energy Future Holdings e da Energy Future Holdings e como Diretor Executivo da Envision Healthcare. Paul é membro do Departamento de Licenciamento de CPA do Estado da Califórnia, do Conselho Consultivo de Contabilidade da Northern Illinois University e do Haven Hills Domestic Violence Center, além de ter ocupado o cargo de diretor na Câmara do Comércio do Estado da Califórnia e na Câmara de Comércio de Dallas.

Raphael Manhães Martins

Born on 02/08/1983, he is a lawyer, partner at Manhães Martins Sociedade Individual de Advocacia since 2023. He is a member of the Boards of Directors of Oi S.A. (since 2021) and Light S.A. (since 2023), and of the Fiscal Councils of Vale S.A. (since 2015), Americanas S.A. (since 2023) and Embraer S.A. (since 2024). He serves on the Audit Committee of Light S.A. and on the Operations and Finance Committee of Oi S.A. In the last five years, among others, he was a member of the Boards of Directors of Light S.A. (2018 to 2019) and Eternit S.A. (from 2015 to 2020), and of the Fiscal Councils of Oi (2019 to 2021), Light S.A (2014 to 2018) and Companhia Paranaense de Energia – Copel (from 2022 to 2023), and partner at the law firm Faoro Advogados (from 2010 to 2023). Mr.Raphael serves on 2 boards of directors of publicly-held companies, Oi and Light.

Francisco Roman Lamas Mendez-Villamil

Graduated in Business Administration (E2) from ICADE and with an MBA from INSEAD, he has more than 30 years of experience in private equity, financial consulting, restructuring processes and M&A. Throughout his career, he has worked in important companies in the national and international private market, such as Avon Brasil, Brasil Brokers, and Mckinsey. Francisco is currently CRO and Member of the Board of Directors of NEXPE Participações. Previously, he held the position of CRO of Dentix (2020-2021) and Avon Brasil (2018), in addition to having served as Senior Advisor at CERBERUS (2013-2021), Director of Home Decor (2017) and as CEO and Director of Haya Real Estate (2013-2016). Between 2013 and 2018 he led several Private Equity Due Diligence initiatives across Europe and Latin America in various sectors.

Marcelo José Milliet

With a bachelor’s degree in Business Administration from Fundação Getúlio Vargas – São Paulo (FGV-SP), with an extension course for executives in M&A from the same institution, Marcelo Milliet is a partner and director of Íntegra Associados, M. Milliet Consultoria e Participações Ltda. and Intermixture Business Consulting. Marcelo also serves as Director of CDPC – Centro de Distribuição de Produtos de Cobre Ltda., Paraibuna Agropecuária Ltda., Caraíba Inc. CINC and Paranapanema Netherlands B.V. Previously, he served as Chief Executive Officer and Investor Relations Officer of Paranapanema S.A. – in Judicial Reorganization (until 10/31/2024) and as Interim Manager in the Judicial Reorganization Process of Renova Energia (Chief Executive Officer and Investor Relations Officer) and Companhia Albertina Industrial e Mercantil. He was Chairman of the Board of Directors of Brasil PCH S.A., member of the Board of Directors of Fermenta Produtos Químicos Amalia S.A. (Matarazzo/Bayer Joint-Venture), and member of the Advisory Boards of Trificel Indústria e Comércio (Matarazzo/Hoechst Joint-Venture), Norsal, Greenwood and Controle Soluções Partilhas. In addition, Marcelo was CEO and member of the Executive Committee of HBO Latin America, CEO of Traffic Marketing Esportivo, Director and Advisory Board Member of A2Z Assessoria em Recursos Humanos and Director and Senior Executive Vice President of Grupo Matarazzo

Renato Carvalho Franco

Renato Carvalho Franco has more than 40 years of experience in management, finance, corporate restructuring and M&A. He is a founding partner of Íntegra Associados, having participated in several restructuring, interim management and mergers and acquisitions projects such as Samarco, Eternit, Renova Energia, Parmalat, Grupo Itaú (industrial area), Gradiente, Daslú, Infinity BioEnergy, among others. He was a member of the boards of Telemig, Tele Norte, Telet, Americel, and Hopi Hari and President of TIW do Brasil, a subsidiary of the Canadian Telesystem International Wireless – TIW. Renato was director of M&A at Bank of America in Brazil and superintendent of Mergers and Acquisitions at Unibanco, having participated throughout his career in several transactions such as Vale do Rio Doce, Philco, Batavo, Etti and Infinity-Bio Energy. Renato is a member and former director of YPO – Young Presidents’ Organization, former Chairman of the Board of Directors of TMA – Turnaround Management Association, and coordinates and regularly participates in seminars on turnaround and insolvency topics at universities in Brazil and abroad (Insper, Oxford, Sorbonne and Columbia). Renato is an Alumni of Harvard Business School (9 consecutive years of the YPO Gold Harvard Presidents’ Program), Master’s in International Management from the American Graduate School of International Business – Thunderbird, and Bachelor of Business Administration from Fundação Armando Álvares Penteado.

Scott David Vogel

With a Bachelor of Business Administration degree from Washington University and an MBA from the Wharton School, University of Pennsylvania, Scott D. Vogel is President of Vogel Partners, a firm that provides strategic and fiduciary advisory services in financial restructurings. He is currently Chairman of the Audit and Nominating/Governance Committees of Anuvu and a member of the Compensation and Audit Committees of American Commercial Barge Lines, the Special Committee of Belk and the Strategic Committees of Panavision. Previously, Scott was Chairman of the Board of Directors of Rue21 and an Independent Director of BlockFi Inc., Gulf Coast Healthcare, Neiman Marcus, Bumble Bee, Longview Power, and PetSmart (NASDAQ). In addition, he served as Chief Executive Officer at David Kempner Capital Management LLC. Scott chaired the Rue21 Special Committee, the Nominating/Governance and Audit Committee of Alpha Metallurgical Resources (NYSE), the Compensation and Audit Committee of Avaya (NYSE), the Conflict and Audit Committee of Seadrill Ltd. and the Capital Allocation Committee of CBL & Associates. He was a member of the Special Committees of CBL & Associates, the Compensation Committees of Rue21, Alpha Metallurgical Resources and Datasite, and the M&A Committee of Datasite.

In the last five years, he has not had any criminal conviction, any conviction in a CVM administrative proceeding, or any final conviction, in the judicial or administrative sphere, that has suspended or disabled him from practicing professional or commercial activity.

Independent Member, in accordance with the definition of “Independent Director” contained in the Novo Mercado Regulations of B3, which is adopted by the Company’s Bylaws in its article 24.

Cristiane do Amaral Mendonça

Graduated in Accounting from Faculdade Presbiteriana Mackenzie and Postgraduate in Auditing, Controllership and Finance from Fundação Getúlio Vargas. Main professional experiences: Oi S.A. – under judicial reorganization (since April/2021) – Fiscal Council member Cielo S.A. – Payment Institution (effective since May/2023) – Fiscal Council member Equatorial do Pará Distribuidora de Energia S.A. (since April/2021) – Fiscal Council member Eternit S.A (March/2017 to April/2020) – Fiscal Council memberVIC DTVM S.A (May/20216 to current) – Compliance, including fraud prevention, information security, business continuity plan, tax and management accounting, risk and people management, attendance to internal and external audits, monitoring of the internal audit areas, internal controls, operations and Risk. Assistance to regulatory agencies (CVM, Central Bank of Brazil, BSM) and monitoring the validation of internal processes. BKR-Lopes Machado Audit (Jan/2014 to 2016) – Senior Auditor. In the last five years, he has not had any criminal conviction, any conviction in an administrative proceeding of the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, nor any final and unappealable conviction, in the judicial sphere or subject to a final administrative decision, which has suspended or disqualified the practice of professional or commercial activity. Independent Member, according to the definition of “Independent Director” contained in paragraph 1 of article 40 of the Company’s Bylaws.

José Octavio Vianello de Mello

Pedro Wagner Pereira Coelho

Mr. Coelho has served as chairman of Oi’s fiscal council since April 2017 and member since April 2016. He has also served as chairman of the fiscal council of Magnesita Refratários S.A. since April 2008, as member of the fiscal council of Parnaiba Gas Natural S.A. since October 2015 and as member of the supervisory board of Estácio Participações S.A. since April 2012. Mr. Coelho was also a partner of Carpe Diem – Consultoria, Planejamento e Assessoria Empresarial Ltda. From 2011 until 2016. He worked as controller at Banco de Investimentos Garantia S/A., investment bank, from May 1982 until July 1997 and as an auditor at Pricewaterhouse Coopers Auditores Independentes from October 1978 to April 1981. Previously, he was chairman of the fiscal council of Lojas Americanas S.A., Tele Norte Leste Participações S.A., Telemar Participações S.A., TAM S.A. and Empresa Energética de Mato Grosso do Sul S.A. (Enersul). Mr. Coelho holds a bachelor’s degree in business administration from the Sociedade Universitária Augusto Motta – SUAM and in accounting from Sociedade Madeira de Ley – SOMLEY.

Eduardo Ramos da Silva

04/2024 to the current one – Cielo S.A. – Payment Institution – Publicly-held corporation in the financial sector – Alternate Fiscal Councilor. 04/2023 the current one – Equatorial Pará Distribuidora de Energia S.A. – Publicly-held corporation in the energy distribution segment – Alternate Fiscal Councilor. 07/2023 to the current one – Oi S.A. – Publicly-held corporation in the telecommunications segment – Alternate Fiscal Councilor. 06/2017 to current – VIC DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S/A – Closely-held corporation in the Capital Markets segment– Accountant – Management of accounting routines, preparation and analysis of Financial Statements, preparation of explanatory notes, equity control, control of the economic health of the company supporting leadership in decision making, corporate accounting, attendance to external audit, City Hall, Bacen and Federal Revenue of Brazil, management of tax routine, tax bookkeeping of the company’s activities, planning and advice in the calculation and registration of taxable income, delivery of ancillary obligations and calculation of taxes, routine management of the Personnel department, with regard to payroll, management of benefits and ancillary obligations, management and advice in the statutory part in relation to the preparation of ordinary and extraordinary minutes, changes in the bylaws, preparation and submission to inspection bodies.
01/2014 to 05/2017 CMA Assessoria Contábil Ltda. – Small business in the consulting, accounting and tax audit segment – Accounting Analyst – Responsible for all accounting routine related to entries, ensuring the monitoring of records in order to be carried out in accordance with current legislation. Leadership of tasks related to the analysis and reconciliation of accounting accounts, integrating with the areas involved. In the last five years, he has not had any criminal conviction, any conviction in an administrative proceeding of the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance, nor any final conviction in the judicial sphere or subject to a final administrative decision, which has suspended or disqualified the practice of any professional or commercial activity. Independent Member, according to the definition of “Independent Director” contained in paragraph 1 of article 40 of the Company’s Bylaws.

Gustavo Santos Raposo

Mr. Gustavo holds a degree in Civil Engineering from UFRJ (1998), a Lato Sensu degree in Technology (Systems Analysis – APGS), a Master’s degree in Industrial Engineering (Finance and Investment Analysis) (2000) and a PhD in Electrical Engineering (Decision Support Methods – Statistics Applied to Finance) (2006), all from PUC/RIO. He served as CFO (Chief Financial Officer) of Prudential do Brasil from November 2021 to January 2025 and, at Transpetro – Petrobras Transporte, as CEO (Chief Executive Officer) from August 2020 to September 2021 and as CFO, from March 2020 to December 2020. He was also CEO (Consultant) and CRO (Chief Risk Officer) of Petrobras from June 2017 to February 2020. He held the positions of CFO Director and Head of Finance at Icatu Seguros between August 2014 and May 2017. Between June 2013 and July 2014 he served as Head of Middle Office (Treasury) at BG Group (Reading and London); between March 2011 and June 2013 he was General Manager (Finance and Corporate Functions) of Vale S.A. and from December 2007 to March 2011 he held the positions of General Manager (Back Office and Financial Engineering), General Manager (Risk Management (Global Core)), Risk Manager (Performance Measurement) and Risk Manager (Project Implementation and Compliance) at Vale International (Switzerland). At Vale S.A., he was also Operational Risk Manager and Master Analyst between April 2005 and December 2007. From June 2000 to April 2005 he was a Consultant and Financial Engineer at Algorithmics Latin America and between June 1999 and June 2000 he was a Consultant at Christiani-Nielsen Engenharia in Rio de Janeiro.He also served as Chairman of the Board of Petros – Petrobras Social Security Foundation, as a member of the Board of FenaPrevi (February 2023 to August 2024) and AFP Habitat (Chile) (June 2022 to May 2023), as a member of the Fiscal Council of Rio Grande Seguradora (between 2016 and May/2017) and as a member of the Investment Committee of Caixa Cap (between 2015 and May/2017).
In the last five years, he has not had any criminal conviction, any conviction in an administrative proceeding of the CVM, nor any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity. Independent Member, according to the definition of “Independent Director” contained in paragraph 1 of article 40 of the Company’s Bylaws.

Wiliam da Cruz Leal

Mr. Wiliam has extensive experience in ESG (Environment, Sustainability, Corporate Governance, Risk Management, Internal Controls, Process Mapping, Information Technology and Security, Career Guidance. From COVID-19, he works strongly in the preparation and monitoring of successful career plans in the professional (promotion, career change, goal setting), personal (motivation, confidence and determination) and complementary (investments, healthy living, volunteer activities) areas, with advisees inside and outside Brazil. Until December 2023, he was Managing Partner of Cruz Leal Gestão Empresarial Ltda., a consulting company specializing in motivation, leadership, technology, corporate governance, and sustainability. He has successfully completed the orientation in an international personal project to prepare people for the European labor market, adaptation to customs, investments, expense control and budgeting. Since April 2016, he has been an alternate member of Oi’s Fiscal Council. He has been a Board Member certified by the IBGC – Brazilian Institute of Corporate Governance, since 2009. He worked at Tele Norte Leste Participações S.A., a telecommunications company, from 2000 to 2009, having served as Executive Manager of Corporate Governance, Manager of Internal Controls and Budget and Manager of Special Projects and Systems Audit. Previously, he worked at Banco do Brasil S.A., from 1975 to 2000, having worked as Executive Change Manager, Computer Consultant Analyst and led several projects in the technology area, especially Corporate systems, customer service, real estate credit, access control, retirement and pension, overcoming challenges at the turn of the year 2000. Bachelor’s degree in Mechanical Engineering from the Fundação de Ensino Superior de Itaúna, MG, 1980.
In the last five years, he has not had any criminal conviction, any conviction in an administrative proceeding of the CVM, nor any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity. Independent Member, according to the definition of “Independent Director” contained in paragraph 1 of article 40 of the Company’s Bylaws.

Fernando Dal-Ri Murcia

Bachelor in Business Management from Webber International University (USA), in Accounting Sciences from the University of Vale do Itajaí and in Law from Universidade Paulista. Master in Accounting from the Federal University of Santa Catarina and PhD in Accounting and Controllership from the University of São Paulo. Full Professor at the Faculty of Economics, Administration and Accounting at USP and Visiting Professor at the Faculty of Law of Largo São Francisco. Member of the Accounting Pronouncements Committee (CPC) and the Brazilian Sustainability Pronouncements Committee (CBPS). Director of Research at FIPECAFI. He served as a member of the audit committee and fiscal council of companies such as Via Varejo, Grupo Pão de Açúcar, Banco de Brasília, Cruzeiro do Sul Educacional, FUNCEF, LWSA, Renova Energia, Tegma Logística, Terra Santa Agro, EPTV, FIC-Itaú, Locaweb and COPASA. In the last five years, he has not had any criminal conviction, any conviction in an administrative proceeding of the CVM, nor any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity.
Independent Member, according to the definition of “Independent Director” contained in paragraph 1 of article 40 of the Company’s Bylaws.

Marco Antonio Mayer Folleto

Mr. Marco Antonio holds a degree in Accounting from UFRGS (2001) and in Law from PUCRS (2021) and a postgraduate degree in Business Management from IBMEC/SP (2008) and UFRGS (2006). He is currently an independent member of the Audit Committee of Vibra Energia, Banco da Amazônia and Procergs. His career was built in Brazil, Mexico, USA and India, in leadership roles in finance, controllership and internal audit of companies in the auto parts, technology, machinery and equipment, steel and aviation segments. He was an Independent Fiscal Council Member at Falconi Consultores (2015-2017), at General Shoppings (2019-2022) and Marisa Lojas (2020-2022) and at Sanepar (2021-2023), Independent Board Member of Banrisul (2018-2019) and Petrobras Transportes (2018-2022), and also served as an Independent Member of the Audit Committee of Petrobras Transportes (2018-2022), CEEE-RS (2019-2022), Hospital de Clínicas de Porto Alegre (2019-2022) and Corsan (2018-2023). In the last five years, he has not had any criminal conviction, any conviction in an administrative proceeding of the CVM, nor any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified the practice of professional or commercial activity. Independent Member, according to the definition of “Independent Director” contained in paragraph 1 of article 40 of the Company’s Bylaws.