Board Of Directors

RNI’ board of directors is a collective decision-making corporate body responsible for establishing its overall business guidelines and policies, including its long-term strategy, and for overseeing its performance. The Company’s board of directors, among other things, is also responsible for supervising its executive officers.

Pursuant to RNI’ by-laws,ts board of directors comprises a minimum of six and a maximum of eight members, all shareholders, of which one will be the chairman, and another one the vice-chairman. The members of its board are elected by the shareholders’ meeting for unified two-year term of office, reelection being permitted. A director must stay in office until the investiture of his/her successor.

RNI’ board of directors holds mandatory meetings four times a year, and may hold other meetings, as necessary, by means of calls from the chairman or the vice-chairman. Meetings of its board of directors are convened only if a majority of the directors are present, in wich board decisions are taken by a majority vote of the directors, considering cases of temporary absences and vacancies, in the terms of the RNI Negócios Imobilipários’ by-laws, and the chairman has the right to cast tie-breaking vote in the case of a deadlock.

The Company’s by-laws do not allow the election of a member to its board of directors, unless waived by its shareholders, if this person (1) is a competitor’s employee or member of a competitor’s senior management, or (2) has a conflicting interest with RNI.

RNI Negócios Imobiliários’ board executive officers are its legal representatives,is responsible for its day-to-day management, for implementing the policies and directives set by its board of directors and for other duties assigned to them under the law and the Company’s by-laws. RNI’ executive officers are authorized to takefor taking all actions required for the operation of its business, unless the law or its by-laws specifically delegate authority to the shareholders’ meeting or its board of directors.

The Company’s board of executive officers holds mandatory meetings once a month, and may hold other meetings, as necessary, by means of calls from its chief executive officer or two-thirds of the officers. Meetings of RNI’ board of executive officers are convened only if a majority of the officers are present. Under the company’s by-laws, decisions of its board of executive officers are taken by a majority vote of the officers attending a meeting or sending their votes as set forth in its by-laws, considering cases of temporary absences and vacancies, and the chairman has the right to cast tie-breaking vote in the case of a deadlock.

According to the Corporations Law, the fiscal council is a corporate body independent of management and external auditors, with the potential to operate either permanently or temporarily. It will act during a specific fiscal year upon request of shareholders representing at least 2% of voting shares, and its term will always end after the first installation of the ordinary general meeting. Its main activities consist of overseeing management activities, checking the company’s financial statements, and reporting its findings to shareholders. The Corporations Law requires that the Fiscal Council be composed of a maximum of 5 members and a minimum of three, along with their respective alternates. Another requirement concerns remuneration, which must be at least 10% of the average annual compensation paid to the company’s directors.

The Audit Committee is responsible, in addition to the duties that may be assigned by the Board of Directors, for: (i) providing input on the hiring and dismissal of independent audit services; (ii) evaluating quarterly information, interim financial statements, and financial statements; (iii) monitoring the activities of internal audit and the company’s internal control area; (iv) assessing and monitoring the company’s risk exposures, assisting management as needed, in accordance with the Risk Management Policy approved by the Board of Directors; (v) evaluating, monitoring, and recommending to management the correction or enhancement of the company’s internal policies, including related-party transaction policies; (vi) establishing means for receiving and processing information regarding non-compliance with applicable legal and regulatory provisions, including through electronic means if necessary, as well as internal regulations and codes, with specific procedures to protect the provider and confidentiality of information; (vii) proposing actions related to sustainability and environmental, social, and governance (“ESG”) responsibility, aligned with the Sustainable Development Goals (“SDGs”), recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”), and activities aimed at reducing carbon emissions, including developing strategies that maintain or enhance the company’s institutional image; (viii) promoting compliance with Compliance rules throughout the company, respecting the guidelines of the Risk Management Policy, as well as legal and other regulatory norms; (ix) monitoring updates to accounting practices to be followed by the company and recommending changes to adopted procedures; (x) monitoring the execution of the company’s strategies and projects; (xi) monitoring compliance with CVM (Securities and Exchange Commission) rules and requirements; (xii) analyzing and making recommendations to the Board of Directors regarding the company’s annual budget; (xiii) analyzing and making recommendations on other matters requested by the Board of Directors; (xiv) analyzing and making recommendations on proposals related to fiscal and tax management; and (xv) preparing an annual performance report on its functions, presenting it to the Board of Directors in accordance with this Regulation.