Americanas S A : Board of Directors Minute of Meeting
08/12/2022 | 12:49am EST
National Corporate Taxpayer's Register of the Ministry of Economy (CNPJ/ME) No.
State Registration Number (NIRE) 33.300.290.745
Minutes of the Meeting of the Board of Directors of Americanas S.A. ("Company"), held on August 10, 2022
Date, Time and Place: On August 10, 2022, at 3 p.m., by conference call, as authorized by Article 13, paragraph 5 of the Company's Articles of Incorporation.
Call Notice and Attendance: The call notice was dismissed as all members of the Board of Directors attended the meeting. Also attended by Mr. Carlos Alberto de Souza, chairman of the Company's Audit Committee.
Presiding Members: Chairman: Mr. Eduardo Saggioro Garcia; Secretary: Mr. Miguel Gutierrez.
Resolutions: The following resolutions were approved:
After reviewing the documentation and discussions related to the merger of IF Capital Ltda., Hortigil Hortifruti S.A., Natural Administradora de Cartões de Crédito S.A., Natural da Terra Comércio Varejista Hortifruti Ltda., Natural da Terra Hortifrutti Ltda., and Horti Frutti Corujas Ltda. (jointly, the "Acquired Companies") by the Company ("Merger"), by unanimous vote of the attending directors, (a) the Merger proposal contained in the "Protocol and Justification of Merger" ("Protocol"), and exhibits thereto, which provides for the terms and conditions of the Merger, with the consequent extinction of the Acquired Companies without carrying out an increase in the Company's capital stock, in accordance with the terms set forth in the Protocol; (b) the contracting of Accountants Gustavo Rocha Neiva Pereira, CRC/RJ No. 077.319/O-8 and enrolled with the CPF/ME under No. 011.511.327-48, Francisco Vicente Santana Silva Telles, CRC/RJ No. 092.850/O-0 and enrolled with the CPF/ME under No. 000.461.527-17, and Marcio Luiz Onida de Araújo, CRC/RJ No. 083.735/O-9, to carry out the appraisal and determine the book value of the shareholder's equity of the Acquired Companies to be merged into the Company, is ratified;
(c) the Management's Proposal was approved, to be submitted to the Company's Special Shareholders' Meeting, containing the recommendation to the shareholders for approval of the Merger; (d) the Company's managers are authorized to perform any and all acts necessary for the implementation of the Merger, including the creation of an adequate framework for the continuity of the activities currently performed by IF Capital Ltda., as well as the other resolutions taken at the special shareholders' meeting.
the alteration of article 3 of the Company's Articles of Incorporation to reflect the change in the Company's corporate purpose due to the Merger.
to determine the convening of the Special Shareholders' Meeting to submit to the shareholders the matters considered in this meeting that depend on the resolution by the meeting.
5.Closing: Without further issues to consider, these minutes were drawn up, which, after
being read and approved, were signed by all attending Directors. Signatures: Eduardo Saggioro Garcia (Chairman); Carlos Alberto da Veiga Sicupira; Claudio Moniz Barreto Garcia; Paulo Alberto Lemann; Mauro Muratório Not, Sidney Victor da Costa Breyer, and Vanessa Claro Lopes.
This is a true copy of the original recorded in the proper register.