Lojas Americanas : 29/mar - Ordinary and Extraordinary General Meeting - Management Proposal

LOJAS AMERICANAS S.A.

Corporate Taxpayer ID (CNPJ/MF) no. 33.014.556/0001-96

Business Registry ID Number (NIRE) 3330002817-0

MANAGEMENT PROPOSAL

ORDINARY AND EXTRAORDINARY

GENERAL MEETINGS

APRIL 30, 2019

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CONTENTS

ORDINARY GENERAL MEETING........................................................................................................	3
EXTRAORDINARY GENERAL MEETING..........................................................................................	5
ANNEX I - COMMENTS OF DIRECTORS...........................................................................................	7
ANNEX II - CAPITAL BUDGETING...................................................................................................	43
ANNEX III - NET PROFIT ALLOCATION ........................................................................................	44
ANNEX IV - INFORMATIONS RELATIVE TO THE ITEMS 12.5 TO 12.10 OF THE
REFERENCE FORM……………………………………………………………………………………50
ANNEX V - MANAGER REMUNERATION - ITEM 13 OF THE REFERENCE FORM.............	54
ANNEX VI - PROPOSED STATUTORY AMENDMENTS ...............................................................	84
ANNEX VII - CONSOLIDATION OF THE BYLAWS.......................................................................	89

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LOJAS AMERICANAS S.A.

Corporate Taxpayer ID (CNPJ/MF) no. 33.014.556/0001-96

Business Registry ID Number (NIRE) 3330002817-0

Public Company

Dear Shareholders,

We now present the management proposal ("Proposal") regarding the subjects present in the agenda of the Ordinary and Extraordinary General Meetings of Lojas Americanas S.A. ("Company"), to be held on April 30, 2019 ("Meetings").

Copies of the instruments to be discussed at the Meetings, including those required by CVM Instruction no. 481/09 ("ICVM 481") are available for shareholders at the headquarters of the Company during business hours, at the Company's Investor Relations website (https://ri.lasa.com.br/), as well as at the websites of the Brazilian Securities Exchange Comission ("CVM") AND OF b3 s.a. - Brasil, Bolsa, Balcão ("B3").

Ordinary General Meeting

1.Discussion of manager accounts, examination, discussion and voting on the financial statements relative to the fiscal year ending on 12.31.2018.

We propose the approval, without objection, of the manager accounts and financial statements relative to the fiscal year ending on 12.31.2018, as disclosed on 03.20.2019 on the CVM and B3 websites, through the Empresas.Net System and at the Company website, and as published on the "Official Gazette of the State of Rio de Janeiro" and on the "Valor Econômico" journal on 03.27.2019 (the "Financial Statements").

Pursuant to article 9, item III of the ICVM 481, the information provided in Annex Ito this Proposal reflects our commentary on the Company's financial situation.

The Company's Fiscal Council was favorable to the approval, by the Company's shareholders, of the management accounts and the Financial Statements, as per the opinion disclosed through the Empresas.Net System on 03.20.2019.

Additionally, the management report and independent auditors' opinion were duly disclosed and published, along with the Financial Statements, pursuant to ICVM 481.

2.Capital Budgeting.

Pursuant to article 25, §1, item IV, of CVM Instruction 480/09 ("ICVM 480"), and for the purposes of article 196 of Law no. 6.404/76, we propose the adoption of Capital Budgeting for the fiscal year of 2019, in accordance with Annex IIto this Proposal.

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3.Examination, discussion and vote on the allocation of net income of the fiscal year ending on 12.31.2018.

We propose the approval of the allocation of Company net income relative to the year ended on 12.31.2018, as indicated in the Financial Statements and detailed on Annex IIIto this Proposal, prepared in compliance with article 9, §1, item II of the ICVM 481.

The Company's Fiscal Council was favorable to the approval, by the Company's shareholders, of said net income allocation proposal, as per the opinion disclosed through the Empresas.Net System on 03.20.2019.

4.Opening of the Fiscal Council.

We propose the opening of the Fiscal Council, with a mandate of one (1) year, until the Ordinary General Meeting of 2020, with a number of members to be defined at the General Meeting.

5.Election of the Fiscal Council.

The Fiscal Council shall be made up by at least three (3) members, and as such the shareholders of the Company shall be responsible for appointing one or more candidates for the election of Fiscal Council members, regardless of the voting system adopted. Said appointment shall be accompanied by information relative to the candidates provided in article 10, item I, of ICVM 481 (items 12.5 to 12.10 of Annex 24 of ICVM 480).

The Company's management proposes that the Fiscal Council should be made up by 5 (five) effective members and up to 5 (five) alternate members, and that the following members of said board be re-elected:

Name	Effective/Alternate
Vicente Antonio de Castro Ferreira	Effective member
Carlos Alberto de Souza	Alternate member

The Company's management also informs that it has received the following nominations for candidates for the separate election of members of the Fiscal Council, pursuant to art. 161, paragraph 4, item a, of Law 6,404/76, by minority shareholders holding common shares representing on this date more than 1% (one percent) of the Company's common shares:

Name	Effective/Alternate		Indicated by:
Márcio Luciano Mancini	Effective member		Osmair Antonio Luminatti and
Pedro Carvalho de Mello	Alternate member		Roberto Martins de Souza
Domenica Eisenstein Noronha	Effective member		Tempo Capital Principal Fundo
Ricardo Reisen de Pinho	Alternate member		de Investimento em Ações

The information relative to the candidates appointed by Company Management, as established in article 10, item I, of ICVM 481 (items 12.5 to 12.10 of Annex 24 of ICVM 480) was provided in Annex IVto this Proposal.

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6.Determination of the limit of global manager remuneration.

We propose that the global remuneration of the managers, to be paid as from the date of their approval by the shareholders at the Meetings until the Annual General Meeting of 2020, is set at an annual amount of up to BRL 46,631,664.00 (forty-six million, six hundred and thirty-one thousand, six hundred and sixty-four reais), adjusted monthly by the IGP-DI, which, plus the amount of up to BRL 24,689,209.00 (twenty-four million, six hundred and eighty-nine thousand, two hundred and nine reais) related to the expenses associated with the recognition of the fair value of stock options granted by the Company, totals the amount of up to BRL 71,320,873.00 (seventy-one million, three hundred and twenty thousand, eight hundred and seventy-three reais), to the administrators.

The information necessary for the proper analysis of the proposal for management compensation, as established by article 12 of ICVM 481 (including the information indicated in item 13 of Annex 24 of CVM Instruction 480/09), are set forth in Annex Vof the Management Proposal.

We also inform that, at the Annual Shareholders' Meeting held in 2018, an overall limit was approved for the compensation of the managers in the amount of sixty-six million, ninety-two thousand, eighty-seven reais (BRL 66,092,087.00), and sixty million, six hundred and ninety-nine thousand, four hundred and fifty-two reais (BRL 60,699,452.00) were paid in full. The difference between the approved limit and the amount actually paid is derived mainly from the amounts paid as variable remuneration and the number of administrators.

7.Determination of the limit of Fiscal Council member remuneration.

We propose that the remuneration of Fiscal Council members should correspond to the legal minimum, so that the remuneration of each current member of the Fiscal Council shall correspond to ten per cent of the average remuneration attributed to each Officer, without including benefits, representation fees and shared profits.

Extraordinary General Meeting

1. Amendment to the Bylaws

We propose that the Company's Bylaws be amended, as detailed in Exhibits VI and VII to this Proposal, in order to adopt certain principles set forth in the Brazilian Code of Corporate Governance - Public Companies, according to the information previously disclosed by the Company in its Report of the Code of Governance for the year 2018 available on the websites of CVM and B3, through the Empresas.Net System.

We propose the alteration of the caput of Article 5 of the Company's Bylaws to reflect the capital increases approved by the Board of Directors, within the authorized capital limit, in a meeting held on September 3, 2018, as a result of the exercise of options granted under the Company's Stock Option Program approved in the General Meeting held on April 30, 2012, as detailed in Annex VI and VIIto this Proposal.

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