Board, Council and Committees

Helbor’s Board of Directors is composed of a minimum of three and a maximum of 11 members, shareholders or not, resident in the country, elected by the Board of Directors for a two-year term of office, and they may be re-elected, and they must remain in their positions until the election and inauguration of their successors.

The Executive Board is responsible for the management of the business in general and for the practice of all acts necessary or convenient for such purpose, except those for which the General Meeting or the Board of Directors is empowered by law or by the Company’s Bylaws.

The Executive Board shall meet ordinarily at least once a month and, extraordinarily, whenever the corporate business so requires. The meetings shall be convened by the Officers and shall only be installed with the presence of the majority of its members. The decisions of the Executive Officers shall be taken by a majority vote of those present at the meeting or who have manifested their vote in the form of Bylaws, observing the cases of vacancy or temporary absence, under the terms of the Bylaws, and the Chief Executive Officer shall have the casting vote.

Helbor’s officers have individual responsibilities established by the Board of Directors and bylaws.

The following table presents the names, dates of election, the term of office and positions of the executive officers:

Name	Elective Position Occupied	Election Date	End of Mandate
Henry Borenstein	Chief Executive Officer	05.11.2023	2025
Chief Executive Officer and current Vice Chairman of the Board of Directors of Helbor’s Company. He has a degree in business administration from Centro Universitário das Faculdades Metropolitanas Unidas (UniFMU), with specialization courses in finance and real estate law. He has extensive experience in the real estate market and has been an officer at Helbor since 1995, where he was responsible for several areas of the Company.
Henrique Borenstein	Deputy Chief Executive Officer	05.11.2023	2025
Mr. Borenstein is the Chairman of the Board of Directors and Vice-President of Helbor. He holds a degree in Economics from Mackenzie University, a businessman, was a shareholder and director of Banco de Crédito Nacional – BCN, of Banco de Investimentos BCN and director of Financiadora BCN for 31 years – half of this period he was director of Banco de Investimentos BCN Barclays. He is founder and director of Hélio Borenstein S.A. – Administração, Participações e Comércio. He is the founder and CEO of Helbor from 1977 to 2013. He has also founded and commanded companies related to commerce and economic development, including Cotac – Comércio de Tratores, Automóveis e Caminhões S/A, Chevrolet dealership in Mogi das Cruzes (SP), and Finacional Distribuidora de Títulos e Valores Mobiliários S/A.
Roberval Lanera Toffoli	Vice President	05.11.2023	2025
Mr. Toffoli is Helbor’s Vice President, Chief Financial and Investor Relations Officer. Also, he is attending as Investor Relations Officer. He has a degree in business administration from Universidade Sao Judas Tadeu. He holds a specialization degree in finance. He has been working at Helbor since 1999. Before working for Helbor, he worked at Cotia Trading S.A. for 14 years, as the executive officer responsible for the branch in Buenos Aires, Argentina.
Fabiana Parsloe Lex	Marketing Executive Officer	05.11.2023	2025
Ms. Parsloe is Helbor’s marketing executive officer. She has a degree in architecture from Universidade Paulista – Unip. She holds a master degree in business administration, with a focus in architecture and construction work. She has been responsible for its marketing and publicity since 2003. Before coming to Helbor, she worked as an architect in the city of Santana do Parnaíba, in the state of São Paulo for three years and also has two years of experience working at other real estate companies.
Carlos Eduardo Kehdi	Technical Executive Officer	05.11.2023	2025
Mr. Kehdi is Technical Executive Officer. He holds a degree in Civil Engineering from Escola Politécnica de São Paulo. From 1990 to 2003, he worked at Kallas Engenharia. From 2003 to 2009, he worked as a technical manager at Vivenda Nobre. Since the beginning of 2009, Mr. Kehdi is responsible for Helbor’s Technical Director.
Marcelo Lima Bonanata	Sales Executive Officer	05.11.2023	2025
Mr. Bonanata is its sales executive officer. He is a real estate broker, and became its sales supervisor in 2003. He is currently responsible for the relationship between real estate companies hired by Helbor and its own sales force. He has held several key positions in real estate consulting companies, offering consulting services on the launch of real estate developments and the management of the real estate brokers’ partners.
Denervaldo Aparecido Setin	New Business Development Officer	05.11.2023	2025
Mr. Setin is New Business Development Officer. He has a degree in Business Administration from Faculdades Integradas de Guarulhos. From 1976 to 1995, he worked at Grupo Microlite (Telecommunication Sector) and he was the operational manager of the company. From 1995 to 1996, he worked as operational manager at Alphagraphics. From October 1996 to November 2008, he was the New Business Development / Incorporation Officer at Setin – Klabin Segall. Since the end of 2008, Mr. Setin is attending for Helbor’s New Business Development Officer.
Acyr de Oliveira Pereira	Controlling and Accounting Director	05.11.2023	2025
Director of Controllership, graduated in Accounting Sciences, with a qualification in independent auditing (CNAI) by CVM, with over 27 years of experience in auditing. He has worked as an auditing partner in the following companies: Terco Grant Thornton, Ernst Young Terco (EY) and Ecovis Pemom, and is technically responsible for the auditing of public companies in the real estate sector, such as Helbor, Ez Tec and Cyrela.
Andrea Altieri Bittencourt	Legal Officer	10.25.2023	2025
Legal Officer with over 15 years’ experience in the construction and real estate development sectors. She has a degree in Law, a post-graduate degree in Contract Law and a specialization in Real Estate Law. Andrea has worked for major real estate companies.
Leonardo Fuchs Piloto	Chief Financial and Investor Relations Officer	04/12/2023	2025
Mr. Leonardo Fuchs Piloto is an executive with more than 15 years of experience in different sectors, including banking, real estate development, asset management, technology and strategic advisory. In recent years, Mr. Leonardo was CFO of SETIN Incorporador and VP of Finance at LOFT. Immediately prior to being elected to his new positions at Helbor, Mr. Leonardo held the position of Senior Director of Real Estate at the consulting firm Alvarez & Marsal.

The Board of Directors is the collegiate decision-making body responsible for establishing Helbor’s general business policies and guidelines, including long-term strategy, control, and performance monitoring. It is also responsible, among other duties, for supervising the management of the Company’s officers. According to the Brazilian Corporate Law, each director must hold at least one share issued by the Company.

Helbor’s Bylaws established a minimum of five and a maximum of nine directors, one of whom will be the Chairman and the other the Vice Chairman, all shareholders. The directors are elected at an Ordinary General Meeting for a unified term of two years and may be re-elected and removed from office at any time, and must remain in office until their successors take office. All new members of the Board of Directors must sign a Statement of Consent from the Directors, subject to their signing this document. According to the Novo Mercado Regulations, at least 20% of the directors must be Independent Directors. For more information on Independent Directors, see the Corporate Governance – Overview section.

The Board of Directors meets whenever called upon by its Chairman, its Vice-Chairman or by the majority of its members, or at the request of the Executive Board, when the corporate interests so require, preferably at Helbor’s headquarters. The meetings of the Board of Directors will be installed, in a first call, with the presence of at least three members in office or with a simple majority of the members in office, whichever is greater, and, in a second call, with a simple majority of the members in office. Any resolution shall be passed with the favorable vote of the majority of the members in office, observing the cases of temporary absences and vacancies, under the terms of the Bylaws, and the Chairman of our Board of Directors shall have the casting vote.

The General Shareholders’ Meeting shall determine, by majority vote, and blank votes shall not be counted before its election, the number of members of our Board of Directors to be filled in each fiscal year, observing a minimum of five members. The Brazilian Corporation Law, combined with CVM Instruction No. 282 of June 26, 1998, allows the adoption of the multiple vote process, upon request by shareholders representing at least 5% of the voting capital stock.

To view the Internal Regulations, click here.*

The following table presents the names and positions of the members of the Board of Directors:

Name	Elective Position Occupied	Election Date	End of Mandate
Henrique Borenstein	Chairman	04.28.2023	2025
Mr. Boreinstein Chief Executive Officer and current Vice Chairman of the Board of Directors of Helbor’s Company. He has a degree in business administration from Centro Universitário das Faculdades Metropolitanas Unidas (UniFMU), with specialization courses in finance and real estate law. He has extensive experience in the real estate market and has been an officer at Helbor since 1995, where he was responsible for several areas of the Company.
Henry Borenstein	Vice Chairman	04.28.2023	2025
Mr. Boreinstein is the vice-chairman of Helbor’s board of directors. He has a degree in business administration from Centro Universitário das Faculdades Metropolitanas Unidas (UniFMU). He holds specialization degrees in finance and real estate law. He has been an executive officer of Helbor since 1995, responsible for planning, new opportunities and financial feasibility of real estate projects to be developed by Helbor. The business address of Mr. Borenstein is Avenida Voluntário Fernando Pinheiro, No. 515, Centro, Mogi das Cruzes, State of São Paulo.
Moacir Teixeira da Silva	Independent Member	04.28.2023	2025
Mr. Silva is a Independent Member of the Board of Directors of Helbor. He has developed his professional career in the banking environment. He has held several administrative positions, becoming operational manager of the former Banco Noroeste in 1972. He was regional manager and later general manager of Banco BCN until 2004. He currently manages MGM Factoring Comercial Ltda., which belongs to his family. Moacir Teixeira da Silva
Francisco Andrade Conde	Independent Member	04.28.2023	2025
Mr. Conde is a member of the board of directors. He has a degree in business administration from Fundação Getúlio Vargas – FGV. He participated on an international commerce seminar at UCLA in 1976. He had worked from 1976 to 1995 at BCN, becoming deputy chief executive officer and then chief executive officer of the bank. Currently, he is the director responsible for mergers and acquisition at Cotia Trading S.A. The business address of Mr. Conde is Rua Padre Carvalho, No. 129, house 7, Pinheiros, São Paulo, State of São Paulo.
Marcelo Vitorino Cavalcante	Independent Member	04.28.2023	2025
Mr. Cavalcante is a Member of the Board of Directors of Helbor. He holds a Bachelor’s degree in Business Administration. He was employed for 20 years at Banco Santander, holding executive positions as Global Chief Procurement Officer, CEO Aquanima and Santander Real Estate Holding. He also held the position of Purchasing Executive at Volkswagen. Currently holds the position of CEO of Santander helps, 24 hours assistance company of Santander Group.
Sérgio Alexandre Figueiredo Clemente	Member	04.28.2023	2023
Member of the Board of Directors of Helbor. He has a degree in Mechanical Engineering from PUC-MG and an MBA from Ibmec, in addition to completing the Advanced Management Program (PGA) from Fundação Dom Cabral and INSEAD. He is currently President of the Administration and Investments Council of Latache Capital. Besides being a member of the Board of Directors of Banco Daycoval and Grupo Guararapes S.A. (Lojas Riachuelo). Previously, he was Executive Vice President at Banco Bradesco S.A., responsible for the areas of Corporate Relations, International Area, Investment Banking, Brokerage Houses, Asset Management and Private. Additionally, he was Officer at Bradespar, Vice-Chairman of the Board of Directors of Vale S.A. and Senior Advisor at Orix USA.
Fabio de Araujo Nogueira	Member	04.28.2023	2025
Mr. Nogueira Member of the Board of Directors of Helbor. He is currently a member of the independent board of directors of BR Properties, and also serves as a member of the independent board of directors of Grupo Lar, a Spanish-owned real estate developer operating in the cities of São Paulo, Jundiaí and Campinas. Additionally, he is a member of the Advisory Board of BP Hospital – Beneficência Portuguesa. He held the position of Latin America Real Estate Managing Director of CPP-IB (Canada Pension Plan-Investment Board). Previously, he was also President and Co-Founder of Brazilian Finance and Real Estate Participações S/A, a pioneer developer of real estate funds, real estate securitization and real estate investment management. He was also Director of real estate credit and savings and Director of products of BankBoston, Director of real estate credit and savings of Citibank and French and Brazilian Bank. He started his career in real estate credit and savings at Banco de Crédito Nacional-BCN. He is a lawyer with a Law degree from PUC-SP and later specialized in Real Estate Business from FAAP.

The Committee has the function of advising the Board of Directors in the supervision:

The quality and integrity of financial statements and relevant financial reports submitted to regulatory bodies, including information and measurements disclosed based on adjusted accounting data and non-accounting data that add elements not foreseen in the usual financial statement reporting structure;
the Company’s adherence to legal and regulatory requirements;
The aspects pertinent to the qualification, performance and independence of the independent auditors;
The evaluation and monitoring of corporate risks and respective internal controls;
Transactions with related parties.

To view the Internal Regulations, click here.*

Name	Elective Position Occupied	Election Date	End of Mandate
Moacir Teixeira da Silva	Member	05/11/2023	2025
Mr. Silva is a Independent Member of the Board of Directors of Helbor. He has developed his professional career in the banking environment. He has held several administrative positions, becoming operational manager of the former Banco Noroeste in 1972. He was regional manager and later general manager of Banco BCN until 2004. He currently manages MGM Factoring Comercial Ltda., which belongs to his family.
Emerson Fabri	Member	05/11/2023	2025
Member of the Committee, has more than 22 years in the auditing and consulting market, working in accounting review, internal controls, auditing, due diligence and pricing in national and international entities of different segments. During his career as an auditor, he has worked on the review of financial statements for Private Equity Investment Funds (FIP) and Real Estate Investment Funds (FII), due to the knowledge acquired in structured and differentiated operations promoted by these activities. He also has experience in accounting audit of companies that operate in the real estate development, civil construction and income assets owners sector, including operations with focus on structuring for public offering of shares (OPA). Bachelor’s degree in Business Administration, with active CRA, and Accounting Sciences, with active CRC, and MBA in Financial Management, Controllership and Auditing from Fundação Getúlio Vargas (FGV).
Luiz Antonio Guariente	Member	05/11/2023	2025
Membro do comitê, possui sólida experiência nas áreas de Auditoria, Riscos, Controles Internos, Controladoria, Finanças e Contabilidade, com carreira desenvolvida nas empresas Deloitte e Itaú Unibanco. Tem experiência em cargos de liderança nas áreas de Auditoria Interna com atuação em unidades de negócio de Tesouraria, Crédito, Varejo e Atacado, Asset Management, Cartão de Crédito, Mercado de Capitais, Seguros e Previdência. Avaliador contratado pelo IIA Brasil para prestação de serviços de Certificação Internacional dos Departamentos de Auditoria de empresas médias e grandes. Graduado em Ciências Contábeis pela Pontifícia Universidade Católica (PUC/SP), com CRC ativo, com MBA Empresarial pela Fundação Dom Cabral e Mestrado Profissional em Administração pela Pontifícia Universidade Católica (PUC/MG).