Directors, Executive Officers and Committees

The Board of Directors is a management body and a joint committee, liable for Grupo Casas Bahia’s business general guidance, including the long-term strategy. The Board, among other duties, is also in charge of electing the Company’s officers and overseeing management. The Board of Directors’ decisions are made by an affirmative vote of the majority of its members attending respective meetings.

The Board of Directors meetings are held, at least, bi-monthly, or whenever necessary upon the call of the Board of Directors Chairman.

The Company’s Bylaws set forth that members of the Board of Directors shall be elected at the General Meeting and the Company’s Board of Directors can be composed of, at least, five (5) and, at most, nine (9) members, all of them with a combined two-(2) year term of office, and re-election is authorized.

Renato Carvalho do Nascimento	Chairman of the Board of Directors and Independent Member	04/30/2024	OGM 2026
Mr. Renato Carvalho do Nascimento is current Chairman of the Company’s Board of Directors, in addition of being member of the Finance Committe. and founding partner at LaPlace Finanças, a financial advisory and asset management company. Mr. Nascimento holds a degree in mechatronics engineering from the Polytechnic School of the University of São Paulo, with an MBA from Tuck School of Business at Dartmouth. He was a founding partner at Angra Partners. He cumulated investment banking experience at Leman Brothers, New Yor, and as an advisor at Monitor and Accenture. He was a board member at Telemig, Metrô-RJ, and Tropical, besides chairman of the boards of directors of Maeda and TMA Brasil. Renato was a finance professor at the Insper MBA course in São Paulo.
André Coji	Board Member	04/30/2024	OGM 2026
André Coji is a member of the Company’s Board of Directors. He holds a degree in Business Administration from FGV-SP and in Law from Faculdade de Direito São Francisco, with certification by IBGC. Multi-family office manager with extensive professional networking. More than 20 years of experience in financial administration and controllership, acting as an officer in Private Banking and Family Property Management (Family Office). Ten years as CFO at Tecnisa S.A, where he served in treasury, controllership, financial planning areas and conducted the company’s IPO. Since January 2019, he has served as the Israeli Federation’s director. He served as a member of the Board of Directors of Via Varejo until April 2020, subsequently elected to hold the position of member of the Company’s Fiscal Council. Currently, he also holds the position of member of the Fiscal Council of CSN, alternate member of the Fiscal Council of B3, member of the Board of Directors, and Independent Committee of SMILES’ Related Parties.
Raphael Oscar Klein	Board Member	04/30/2024	OGM 2026
Mr. Raphael Oscar Klein is member of the Company’s Board of Directors, and member of Finance, and People and Governance Committees. He is a member of the Klein family, the grandson of Mr. Samuel Klein, a Polish immigrant, and the founder of Brazil’s largest retail chain, Casas Bahia. Mr. Klein holds a degree in business administration, alongside his father, Michael Klein, who led the partnership of Casas Bahia with Ponto Frio, creating Via Varejo, of which he was a chief executive officer until November 2012. He was a member of Via Varejo’s board of directors between 2013 and 2016, a member of Via Varejo’s Human Resources and Compensation Committee and Finance Committee between November 2012 and November 2015. He was the vice-chairman of the board of directors of Nova Pontocom Comércio Eletrônico S.A. (Via Varejo’s subsidiary) from August 2011 to 2015. In 2014, he participated in the Private Wealth Management Program at the Family Business and Office School in Miami, USA. In 2017, Raphael founded the investment fund, Kviv Ventures, which has as one of its missions, to positively impact society, bringing strengthening and growth opportunities. Raphael holds a degree from the Owner/President Management Program of Harvard Business School in 2017. Since 2020, Raphael has been a member of the Advisory Board of Igah Ventures and EB Capital.
Rogério Paulo Calderón Peres	Independent Board Member	04/30/2024	OGM 2026
Mr. Rogério Paulo Calderón Peres is an independent member of the Company’s board of directors; he holds a degree in business administration from Getúlio Vargas Foundation – FGV and accounting sciences from Faculdade Paulo Eiró – FAPEI. He graduate degrees in strategy, finance, and corporate governance from Western Ontario, Princeton, and Harvard universities. Currently, Mr. Peres is a member of the Board of Directors of Lauper S.A. and Qualicorp Consultoria e Brokerage de Seguros S.A., as well as the Audit Committees of Itaú Unibanco Holding S.A. and B3 S.A. – Brasil, Bolsa e Balcão. His previous professional experience includes positions as HSBC Bank Latin American CFO (and member of the HSBC Finance World Board); Corporate Control Officer, Investor Relations Officer and CFO at Itaú Unibanco S.A’s international operations; Chief Financial and Investor Relations Officer at Unibanco S.A .; Vice president of administration and finance at Bunge Fertilizantes S.A .; and a PwC audit and consulting professional, with 10 years as a partner. Academic participation as a professor and departmental advisor (CFC – Accounting, Finance, and Control) at the São Paulo State School of Administration of Getúlio Vargas Foundation – EAESP / FGV.
Claudia Quintella Woods	Independent Board Member	04/30/2024	OGM 2026
Mrs. Claudia Quintella Woods is an independent member of the Company’s Board of Directors, in addition of being member of People and Governance Committee. Cláudia was born in 1974, in the city of São Paulo, and very young she moved to Rio de Janeiro. She lived there until 11 years old, when she moved to the United States, due to her American father’s working reasons. In 1997, Mrs. Woods graduated in economics from Bowdoin College. Mrs. Woods also holds a master’s degree in Strategy & Marketing from the Federal University of Rio de Janeiro (UFRJ) and business certificate from Harvard University. One year before completing bachelor’s degree, Claudia was hired by Kaiser Associates where she held business senior position over three years she worked for this company. In the 90’s Woods returned to Brazil. In 2000, Cláudia was hired as marketing manager at Ibest, position held until 2004. In December 2005, Claudia for five years held the position of Marketing manager at Predicta, until August 2010. Three months later, Mrs. Woods became CMO at Clickon Latin America, working at this multinational company for one year and five months. In April 2014, Cláuda was hired as Marketing and Business officer at Walmart and worked there for seven months. At the end of 2014, for two years, Cláudia was Executive Controller of Marketing Channels at Banco Original. In February 2017, Mr. Woods became the group’s officer. In May 2018, Cláudia held the position of CEO at WebMotors, area of Grupo Santander that targets vehicle e-commerce, ranked among Brazil’s main companies of this sector, with a monthly audience above 10 million people. Less than one year later, in January 2019, Mrs. Woods was confirmed as Uber CEO, position held one month after her confirmation where she remained for two years and a half. In July 2021 she held the position of CEO at WeWork, mandated by SoftBank’s invitation. Cláudia has been a member of Oi Telecom’s board of directors since 2020 and Ambev since 2021. She declares that: (i) over the past five years, she was neither subject to criminal conviction, conviction in CVM’s administrative proceeding, nor unappealable court decision in legal or administrative proceeding to have suspended or disqualified her to the practice of professional or business activity; and (ii) she is not considered a politically exposed person, under RCVM No. 617/19.

Grupo Casas Bahia executive officers are the company’s legal representatives, mainly responsible for continuously managing the corporate business and executing the Board of Directors’ resolutions, as well as implementing the policies and general guidelines established by the Company.

The Company’s Bylaws set forth that its board of executive officers can be composed of, at least, three (3) and at most, seven (7) members, shareholders or not, residing in the country, elected and removed from office at any time by Board of Directors, and positions of Chairman of the Board of Directors and Chief Executive Officer or key executive of the Company cannot be cumulated by the same person.

The Statutory Board of Executive Officers is currently composed of:

Renato Horta Franklin	CEO	04/30/2025	04/30/2027
Renato Horta Franklin, is currently the Company’s CEO. Graduated in Business Administration from PUC Minas, and holds a bachelor in Accounting Sciencies with with emphasis on Controlling, with a MBA in Finance from IBMEC, specialization in people strategic management from FDC and INSEAD/France, and Executive Leadership from IMD (Institute of Management Development)/Switzerland. He worked for over 10 years at Vale S.A., a company in the mining sector, having held the positions of General Manager from 2010 to 2013, in the areas of Finance, Supplies and Strategic Planning, and from 2013 to 2014 he worked as a leader in the Supply area of Suzano Papel e Celulose, a company in the pulp and paper sector. He served as Executive Officer at Movida Rent a Car from 2014 to 2015, and in the same year was elected as CEO of Movida. Since 2020, Mr. Renato has also been serving as Emerito Counselor at the NGO Capitalismo Consciente Brasil.
Elcio Mitsuhiro Ito	CFO & IRO	04/30/2025	04/30/2027
Elcio Mitsuhiro Ito, currently is the Company’s CFO & IRO, is graduated in Business Administration from Fundação Armando Álvares Penteado – FAAP, he has an MBA in Finance from Saint Mary’s University in Canada and a Master’s in Political Economy from PUC-SP. A professional with more than 25 years of experience in Finance, Planning and Commodities areas, he began his career at Lloyds Bank and built a 10-year career at General Motors, of which 4 years in the USA, Switzerland and Germany, his last position as Treasurer of the Brazilian operation. In 2011 he joined BRF accumulating several functions, the last one as CFO. In December 2019, Mr. Elcio Mitsuhiro Ito joined Iochpe-Maxion as Chief Financial Officer until June 2023.
Frédéric Paul Bernard Gauthier	Vice President of Operations	04/30/2025	04/30/2027
Frédéric Paul Bernard Gauthier, currently the Company’s Vice President of Operations. With over 25 years of experience in the Commercial and Operations areas, Frédéric has excelled in turnarounds and accelerated growth, leading global teams of over 30,000 people. He has also excelled in developing business plans, digitizing customer service journeys, and creating innovative retail concepts. Frédéric holds a degree in International Business and an MBA in Digital Marketing.
Andréia Fernandes Nunes	Director of People, Management and ESG	04/30/2025	04/30/2027
Andréia Fernandes Nunes, currently the Company’s Director of People, Management and ESG. With over 25 years of experience, Andréia has worked in retail companies such as Walmart and Wine E-commerce, in addition to having experience in strategic consulting and as a volunteer mentor in startups. With a degree in Psychology from UFES, a Master’s in Psychology and an MBA in Retail Management from COPPEAD/UFRJ, she also studied Conflict Mediation, Cultural Transformation and the Enneagram. Her career includes work in several Latin American countries and scientific research on gender, demonstrating her commitment to Diversity and Inclusion.

Currently, the Company has five Committees operating, namely: (i) Audit, Risk and Compliance Committee; (ii) People and Governance Committee; (iii) Finance Committee; (iv) Disclosure and Trading Committee; and (v) Ethics Committee.

Each Committee is composed of at least 3 (three) and, at most, five (5) members appointed by the Board of Directors for a two-(2) year term, and re-election is authorized. The Board of Directors will elect a Chairman or Coordinator, who will be responsible for representing, organizing, and coordinating the activities of the respective Committees. All the rules defined above, as well as the duties referred to below, are expressed in each Committee’s charter. The charters of the Audit, Risk and Compliance, People and Governance, and Finance Committees are available on the Investor Relations website, under the subsection “Bylaws, Codes, Policies, and Charters.”

The Disclosure and Trading Committee is not statutory, it was set up within the scope of Securities Trading, Disclosure and Use of Material Information and Preservation of Confidentiality Policies of the Company, whose updates were approved at the Board of Directors meeting held on October 24, 2018. Referred Committee does not have its charter.

(i) Audit, Risks, and Compliance Committee:

The Audit, Risks and Compliance Committee has the following main duties, among others:
i) advise the Board of Directors on the hiring and removal of auditors to provide independent audit services, as well as issue an opinion on the engagement of other services to be rendered by independent auditors; ii) analyze the independent and internal audits effectiveness, also as to the verification of compliance with legal and normative provisions applicable to the Company, besides internal rules and codes; (iii) prior to disclosure, analyze the company’s interim financial information, interim financial statements, and the financial statements periodically prepared by the Company, analyzing if this financial information was appropriately drawn up, whether they property reflect the Company’s situation and whether it is in compliance with other information submitted by the Company, making the recommendations deemed necessary to the Company’s board of directors; iv) monitor the quality and integrity of information and measurements disclosed based on adjusted accounting data and non-accounting data adding elements not foreseen in usual financial reports, submitting to the board of directors the recommendations of improvement deemed necessary; (v) oversee the activities of the company’s internal control area, as well as assess the quality, integrity, effectiveness, and sufficiency of the Company’s internal controls structure, submitting to the board of directors the recommendations to improve policies, practices and procedures deemed necessary; vi) oversee the activities of the Company’s internal audit, monitoring the effectiveness and sufficiency of structure, as well as the quality and integrity of internal and independent audit processes, proposing to the board of directors the actions deemed necessary to improve them; (viii) analyze and monitor the Company’s risk exposures and report results to the board of directors, and may also request detailed information on policies and procedures; (ix) disseminate a culture of risk management and internal controls at the Company, aiming at ensuring the strict compliance with all laws, rules and regulations applicable thereto; (x) propose and discuss procedures and risk management and measurement systems; (xi) ensure that the Company’s actions are compatible with the level of risks previously determined, as well as periodically monitor such level or delegate to another body of organizational structure to conduct referred monitoring; (xii) analyze, monitor and recommend to the Company’s board of directors, board of executive officers the correction or improvement of the Company’s internal policies, including its related-party transaction policy; (xiii) recommend to the Company’s board of executive officers corrections or improvement of practices and procedures identified within the scope of their responsibilities; (xiv) analyze the Company’s board of executive officers observance of recommendations made by independent or internal auditors, as well as recommend to the board of directors the resolution of any conflicts between external auditors and the board of executive officers; (xv) issue recommendations on situations of potential conflict of interest among the Company’s related parties when deemed necessary or upon request of the board of directors or board of executive officers; (xvi) check if related party transactions have been made and disclosed according to the market rules, as well as the Company’s policies and rules; (xvii) analyze and propose improvements in the processes that control the Company’s compliance within legal, ethical and cultural standards; (xviii) analyze and monitor the means that receive and treat whistleblowing concerning the non-compliance with legal and normative provisions of the Company, also applicable internal rules and regulations, as provided for in Article 15 below, verifying whether the whistleblowing process was duly conducted, keeping the board of directors duly informed of the matter; (xix) analyze, jointly with the Company’s attorneys, all the legal issues that may have a significant impact on the financial statements, especially the monitoring of provisions and legal contingencies; (xx) render an opinion on the management engaging renowned audit firms to provide accounting advisory services; (xxi) draw up a summarized annual report to be jointly submitted with financial statements, containing at least, information about meetings held and key issues discussed, highlighting: (a) its activities, results, conclusions, and recommendations made by Committee to the Company’s Board of Directors; and (b) any situation with relevant discrepancy between the Company’s management, independent auditors and the Committee in relation to the Company’s financial statements; and (xxii) render an opinion on any other matters submitted by the board of directors, as well as those deemed relevant.

Name	Office	Election Date	End of Term
Rogério Paulo Calderón Peres	Coordinator	05/09/2022	OGM 2026
André Coji	Committee member	05/09/2022	OGM 2026
Luiz Carlos Passetti	Committee member	06/05/2024	OGM 2026

(ii) People and Governance Committee:

The People and Governance Committee has the following main duties, among others: (i) suggest amendments to the Charter, submitting them to the Board of Directors‘ resolution; (ii) discuss and propose the Company‘s organizational structure model, to be submitted to the Board of Directors’ analysis; (iii) analyze and propose to the Board of Directors personnel management and development policies as well as the guidelines for attracting and retaining talents; (iv) identify, in the Company and its subsidiaries, potential future leaders and monitor the development of their respective careers; (v) examine and discuss the recruitment and hiring methods adopted by the Company and its subsidiaries, using similar Brazilian companies as a parameter; (vi) analyze the candidates to be elected to the Company‘s Board of Directors and to the Special Committees, including external members, based on their professional experience, technical qualification, as well as economic, social and cultural representativeness; (vii) analyze and recommend to the Board of Directors the candidates selected for the position of Chief Executive Officer of the Company, as well as the candidates selected by the Chief Executive Officer for the Company‘s Board of Executive Officers; (viii) analyze and discuss the management’s compensation policy, proposing to the Board of Directors the compensation criteria, benefits and other programs, including the stock option program for the Company‘s Officers; (ix) discuss and propose criteria to evaluate the performance of the Company‘s Officers, using similar Brazilian companies as a parameter, submitting them to the approval of the Company‘s Board of Directors; and (x) analyze and propose initiatives, innovation, digital transformation projects and others required for evolution of the Company’s culture and engagement; (xi) analyze the Company’s corporate governance model, propose improvements in processes and implement actions necessary to ramp up a governance culture, as well as ensure the adequacy of the organizational structure to the Company’s objectives; (xii) periodically analyze whether the Company’s governance elements are compliant with the best governance practices and applicable laws; (xiii) ensure the good operation of the Company’s Board of Directors, Advisory Committees and Board of Executive Officers, and these bodies’ relationship, in this regard, periodically review and make recommendations on their operation and competencies; (xiv) provide support to the secretary when advising on governance elements; other duties to be designated by the Board of Directors.

Name	Office	Election Date	End of Term
Raphael Oscar Klein	Chairman	02/03/2025	OGM 2026
Claudia Quintella Woods	Committee member	12/16/2022	OGM 2026
Andréia Fernandes Nunes	Committee member	02/03/2025	OGM 2026

(iii) Finance Committee:

The Finance Committee has the following main duties, among others:
(a) suggest amendments to this Charter, submitting them to the Board of Directors‘ resolution;

(b) recommend and monitor the adoption of the best economic and financial standards and the process of implementation and maintenance of such standards in the Company, proposing changes, updates and improvements to the Board of Directors;

(c) analyze and revise the Company‘s budget, as well as monitor and oversee its implementation and execution;

(d) analyze and review the economic and financial feasibility of the Company‘s investment plans and programs, as well as monitor and oversee their implementation and execution;

(e) analyze, review and recommend measures and actions for the negotiations of any incorporation, merger and acquisition or any similar transaction involving the Company or any of its subsidiaries;

(f) monitor any transactions and negotiations mentioned in item (e) above;

(g) analyze and review the Company‘s economic-financial ratios, cash flow and indebtedness policy, in order to suggest changes and new approaches whenever it deems necessary;

(h) monitor and oversee the average cost of the Company‘s capital structure and suggest modifications, whenever deemed necessary, as well as analyze and discuss funding alternatives for the Company;

(i) analyze and recommend opportunities related to financing operations that may improve the Company‘s capital structure, as well as analyze and discuss working capital needs and its impacts on the Company‘s capital structure;

(j) assist the Company’s Board of Directors and Board of Executive Officers to analyze the Brazilian and global economic scenarios and potential effects on the Company’s financial position, as well as in the elaboration of scenarios and trends, analyzing opportunities and risks, defining strategies to be adopted by the Company concerning its financial policy;

(k) monitor the trading standards of the Company‘s securities, as well as the opinions of the main investment analysts, proposing measures that contribute to the maintenance of a healthy and liquid secondary market; and

(l) other duties that may be designated by the Board of Directors.

Name	Office	Election Date	End of Term
Renato Carvalho do Nascimento	Chairman	05/09/2022	OGM 2026
Raphael Oscar Klein	Committee member	05/09/2022	OGM 2026
Rogério Paulo Calderón Peres	Committee member	05/09/2022	OGM 2026

(v) Ethics Committee

The Ethics Committee has the following duties:

(a) Resolve on the final analysis report (“Analysis Report”) submitted by Preventive Intelligence Management;

(b) Periodically report its activities to the Audit, Risks and Compliance Committee, for guidance regarding the processes and activities carried out at the various levels of the Company;

(c) Act with independence, confidentiality, equality, honesty, dignity, impartiality and good faith;

(d) Advise on improvement of policies, practices, Code of Conduct, and procedures deemed necessary;

(e)Render its opinion on the matters submitted to it by the Audit, Risks and Compliance Committee, the Statutory Executive Board, other internal bodies of the Company and/or the Executive Board/Management of the areas, as well as on those to be aware and considered relevant within the scope of its competence;

(f) Verify compliance with its recommendations, also with regards to work planning;

(g) Stimulate and ensure the commitment of the Company’s management in actions to support the Compliance Program;

(h) Ensure compliance with the Company’s Code of Conduct and other policies and procedures of the Compliance Program;

(i) Suggest and support the implementation of measures necessary for the dissemination and reinforcement of a culture of ethics and integrity at the Company;

(j) Oversee the planning, development and application of periodic Compliance Program training;

(k) Guide the development and activity of the Compliance Program, preventing, detecting and responding to non-compliance with laws and regulations inherent to Grupo Casas Bahia’s businesses and activities, policies, procedures and conduct guidelines;

(l) Guarantee the confidentiality of the reports received and the confidentiality of those to provide reports and information;

(m) Analyze the reports of internal investigations of misconduct involving the Company, resolve on the facts and information verified and decide on reasonable disciplinary measures to be implemented, and continuously monitoring their conclusion;

(n) Support the regulation on vehicles to receive whistleblowing, inclusive anonymous, internal and external to the Company, in matters related to the scope of its activities;

(o) Formally report to the Management any suspicion of: a. non-compliance with legal, regulatory and internal rules that may jeopardize the Company’s activities, business, reputation and operating results; and b. frauds committed by Company employees or third parties concerning the Company’s assets or activities;

(p) Answer doubts and resolve unforeseen cases concerning the interpretation of internal rules and the Company’s Code of Ethical Conduct;

(q) Report to the Audit Committee, on a half-yearly basis, the indicators verified by Preventive Intelligence Management.

Name	Office
Renato Franklin	Sitting member
Élcio Ito	Sitting member
Andreia Fernandes Nunes	Sitting member