QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A.

Corporate Taxpayers' Registry (CNPJ/ME) No. 11.992.680/0001-93

Company Register Identification Number (NIRE) 35.300.379.560 - CVM No. 22497

Publicly Held Company

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON JANUARY 2nd, 2023

  1. Date, Time, and Venue: On the January 2nd, 2023, at 6:30 p.m., in a meeting held pursuant to Article 20, Paragraph 4, of the Bylaws of Qualicorp Consultoria e Corretora de Seguros S.A.'
    ("Company").
  2. Call and Attendance: Call made pursuant to the provision of Article 20, Paragraph 2nd of the Company's Bylaws, given the presence of all members of the Company's Board of Directors, Messrs. Murilo Ramos Neto, Roberto Martins de Souza, Bernardo Dantas Rodenburg, Ricardo Wagner Lopes Barbosa, Peter Paul Lorenço Estermann and Pedro Salles Montenegro.
  3. Board: Chairman: Murilo Ramos Neto; and Secretary: Natalia Brassaloti.
  4. Agenda:The members of the Company's Board of Directors met to examine, discuss, and deliberate on the following:
    1. Resignation letters submitted by Messrs. Heráclito de Brito Gomes Júnior, Mauro Teixeira Sampaio, and Martha Maria Soares Savedra to the positions they held in the Company's Management and appointment of substitutes for vacant positions on the Board, according to Article 150 of Law n. 6,404, of 1976 and Article 21 of the Bylaws.
    2. Election of the new Chairman and Vice-Chairman of the Board of Directors, according to Article 16, Paragraph 3, of the Bylaws.
    3. Letter of resignation submitted by Mr. Bruno Blatt to the position of Chief Executive Officer and election of the Company's new Chief Executive Officer, according to Article 22, "x", of the Bylaws.
  5. Resolutions: After examining and discussing the matters on the Agenda, the members of the Board of Directors in attendance resolved:

5.1. Given the resignations submitted by Board members and observing the provisions

of item 4.2.4. of the "Policy for Appointing Members of the Board of Directors, its Advisory Committees and Statutory Board of Executive Officers" to approve, without any restrictions

1

of reservations, by unanimous vote, the appointment of Messrs. (i) João Mendes de Oliveira Castro, Brazilian, married, Lawyer, bearer of the RG ID no. 12.774.787-1 issued by IFP-RJ, registered with the CPF/ME under No. 091.568.237- 03; (ii) Rodrigo Cury Sampaio de Miranda Pavan, Brazilian, married, business administrator, bearer of the identity card RG no. 44.290.374-1 issued by the SSP/SP, registered with the CPF/ME under no. 354.277.468-54; and (iii) Ricardo Saad Affonso, Brazilian, married, businessman, bearer of identity card RG no. 04388031-9 issued by IFP-RJ, registered with CPF/ME under no. 531.032.627-87, all with an office in the city of São Paulo, State of São Paulo, at Av. Paulista no. 475, 3rd floor, party, Bela Vista, Zip Code no. 01311-000, to exercise, as of this date, the position of member of the Company's Board of Directors, all with a unified term of office with the Other directors and effective until the Company's Annual General Meeting to be held perform in 2024.

5.1.1. Each of the appointed Directors must declare, under the penalties of the law, which (i) complies with all the requirements set forth in article 147 of Law no. 6,404 of 1976, in article 2 of Annex K of CVM Resolution 80, of 2022 and item 4.2.4.

of the "Policy for the Appointment of Members of the Board of Directors, their Advisory Committees and Statutory Board" of the Company for its investiture as a member of the Board of Directors; and (ii) will take over his office by signing the term of office and the declarations to which refers to Annex K of CVM Resolution 80, of 2022.

5.1.2. The appointed directors are all considered independent under the terms of the definition in the Regulation of the B3 S.A's New Market Regulation.

5.2. Given the resignation of Mr. Heráclito de Brito Gomes Júnior, approve, without any restrictions or reservations, by unanimous vote, the election (i) of Mr. Murilo Ramos Neto,

current Vice-Chairman of the Company's Board of Directors, to exercise the Presidency of this Board of Directors, and (ii) the Director Mr. Roberto Martins de Souza to occupy the position of Vice-Chairman of the Board of Directors, who, from of the present date, assume the respective functions for the remainder of the current mandate, pursuant to Article 16, Paragraph 3 of the Bylaws and Article 12 of the Bylaws Inside the Board of Directors.

5.3. Given of the resignation of Mr. Bruno Blatt, Chief Executive Officer of the Company,

and subject to the provisions of item 6.2.3. of the "Policy for the Appointment of Board Members of Board of Directors, it's Advisory Committees and Statutory Board", to approve,

without any restrictions or reservations, by unanimous vote, the election of Mr. Elton Hugo

Carluci, Brazilian, married, accountant, bearer of identity card RG no. 32.792.569-3 (SSP/SP), registered with the CPF/ME under No. 222.707.058-74, resident and domiciled in the city of São Paulo, State of São Paulo, with an office in the same town, on Av. Paulista nº 475, 3rd floor, part, Bela Vista, CEP 01311-000, to exercise, from this date, the position of Chief

2

Executive Officer of the Company, with a mandate until the first meeting of the Board of Directors subsequent to the Ordinary General Meeting of Company of 2024.

5.3.1. The Director hereby elected must declare, under the penalties of the law, that (i) complies with all the requirements provided for in Article 147 of Law n. 6,404, of 1976, in article 2 of Annex K of CVM Resolution 80, of 2022 and in item

6.2.3 of the "Policy of Appointment of Members of the Board of Directors, their Management Committees Advisory and Statutory Board" for his investiture as Director President of the Company, and (ii) will take office upon the signature of the respective term of office and declaration referred to in Annex K of CVM Resolution 80, of 2022.

5.4. Approve, without any restrictions or reservations, by unanimous vote, the practice, by the Board of Executive Officers and/or attorneys-in-fact of the Company, of all acts that are necessary for carrying out the resolutions taken above, as well as ratifying the acts already practiced by such persons for the same purpose.

6. Approval and Signature of the Minutes: There being no further matters to be discussed, this present minutes, which, after being read and approved, were signed by all the Directors in attendance. São Paulo, January 2nd, 2023. President - Murilo Ramos Neto; Secretary - Natalia Brassaloti. Members of the Board of Directors present: Murilo Ramos Neto, Roberto Martins de Souza, Bernardo Dantas Rodenburg, Ricardo Wagner Lopes Barbosa, Peter Paul Lorenço Estermann and Pedro Salles Montenegro.

São Paulo, January 2nd, 2023.

3

(Signature page of the Minutes of the Board of Directors of Qualicorp Consultoria e Corretora de

Seguros S.A. dated as of January 2nd, 2023)

Board:

_________________________________

_________________________________

Murilo Ramos Neto

Natália Brassaloti

Chairman

Secretary

Members of the Board of Directors:

__________________________________

__________________________________

Murilo Ramos Neto

Roberto Martins de Souza

__________________________________

__________________________________

Bernardo Dantas Rodenburg

Ricardo Wagner Lopes Barbosa

__________________________________

__________________________________

Peter Paul Lourenço Estermann

Pedro Salles Montenegro

4

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Qualicorp Consultoria e Corretora de Seguros SA published this content on 11 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2023 22:39:01 UTC.