Participation Manual for the ExtraordinaryGeneralMeeting

2021

December 10, 2021

2 PM

Table of Contents

1.

Copy of the Call Notice .........................................................................................................

3

2.

Guidelines for Participation in the Meeting ........................................................................

5

2.1.

Shareholder Participation at the Meeting .................................................................

5

2.2.

Proxy Representation .................................................................................................

6

2.3.

Guidelines for Participation via Distance Voting Ballot.............................................

6

3.

Management proposals regarding the Matters on the Agenda .........................................

7

3.1.

Matters to be resolved at the Extraordinary General Meeting.................................

7

4.

Clarifications .........................................................................................................................

8

5.

Power of Attoney Template.................................................................................................

9

1. Copy of the Call Notice

AMERICANAS S.A.

CNPJ/ME No. 00.776.574/0006-60

NIRE 3330029074-50

Public Company

CALL NOTICE

EXTRAORDINARY GENERAL MEETING

The Shareholders of Americanas S.A. ("Company") are hereby called to attend the Extraordinary General Meeting ("Meeting") to be held on December 10, 2021, at 2 pm, in the auditorium attached to the Company's headquarters, located in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Coelho e Castro, 38, Saúde, ZIP 20081-060, to resolve on the following agenda:

  1. approve the terms and conditions of the "Protocol and Justification of the Merger of Lojas Americanas S.A. into Americanas S.A.", signed by the management of Lojas Americanas S.A. ("Lojas Americanas") and the Company ("Protocol and Justification of the Merger" e "Merger"), with the resulting adoption of the Updated Term of Vote, that constitutes its Annex III;
  2. ratify the hiring of Apsis Consultoria e Avaliação Ltda. (CNPJ/ME No. 08.681.365/0001-30), to carry out the valuation and determine the book value of Lojas Americanas ("Accounting Appraisal Report");
  3. approve the Accounting Appraisal Report;
  4. approve the Merger, with the resulting issuance of shares to be subscribed and paid up by the managers of Lojas Americanas, in favor of its shareholders, increasing the Company's share capital in an amount corresponding to the residual portion of Lojas Americanas' equity that does not correspond to the investment in the Company on the date of the Merger;
  5. amend the caput of article 5 of the Company's Bylaws to reflect the share capital increase resulting from the Merger and the other share capital increases approved by the Board of Directors, within the authorized capital limit, at the meetings held on July 27, 2021 and on October 29, 2021;
  6. complement the corporate purpose from Americanas, so as to cover franchise operations, the rendering of services to third parties of advertising and publicity, financing to clients, the commercialization of medicines and articles for animals, rations, accessories, products for veterinary use and pet products, with the consequent amendment of article 3 of the Bylaws;
  7. to reform and consolidate the Bylaws of Americanas, in order to adapt them to the new corporate structure resulting from the Merger, as detailed in the Management Proposal; and
  8. to authorize the managers of Americanas to perform all and any acts necessary for the implementation of the Merger and of the other resolutions taken at the extraordinary general meeting.

General Information:

  • The documents and information relating to the matters to be discussed at the Meeting and the others provided for in the Instructions of the Brazilian Securities and Exchange Commission ("CVM") were submitted to the CVM, through the Periodic and Eventual Information System (IPE), pursuant to article 6 of CVM Instruction No. 481/09, as well as made available to shareholders, at the Company's headquarters, on its Investor Relations website (https://ri.americanas.com/),and on the websites of B3 (www.b3.com.br) and CVM (www.cvm.gov.br).
  • Considering the current guidelines of the Ministry of Health and the Government of the State of Rio de Janeiro for the prevention and confrontation of Coronavirus (COVID-19), and aiming at the safety of its shareholders, the Company suggests that, in being possible, preference should be given to the use of the distance voting ballot for participation in the Meeting convened herein, mainly through its sending to service providers able to collect and transmit instructions for filling out the bulletin (custodian or bookkeeper), given the greater simplicity of such procedure. The Company also informs that it will accept, exceptionally for this Meeting, to facilitate the participation of its shareholders at distance, mandate instruments, distance voting ballots and other documents only by e-mail, without firm recognition, notarization or consularization.
  • The shareholders may choose to exercise his/her right to vote through the distance voting system, pursuant to CVM Instruction No. 481/2009, by sending the corresponding ballot through their respective custody agents or directly to the Company, in accordance with the guidelines set out in item 12.2 of the Company's Reference Form.
  • The shareholder or his legal representative must attend the Meeting with documents proving for his identity.
  • Shareholders participating in the B3 Fungible Custody of Nominative Shares who wish to participate in the Meeting must present an updated statement of their shareholding position provided by the custodian institution.
  • It is requested that, as far as possible, the instruments of mandate with special powers for representation in the Assembly referred to in this notice have the firm recognized and be deposited, at the Company's headquarters, in the Investor Relations Department, until the day December 8, 2021.

Rio de Janeiro, November 3 2021.

Eduardo Saggioro Garcia

Chairman of the Board of Directors

2. Guidelines for Participation in the Meeting

2.1. Shareholder Participation at the Meeting

The Company's shareholders may participate in the Extraordinary General Meeting ("Meeting") in person, by a duly appointed attoney-in-fact, or by means of a distance vote.

Considering the current guidelines of the Ministry of Health and the Government of the State of Rio de Janeiro for the prevention and confrontation of Coronavirus (COVID-19), aiming at the safety of its shareholders, the Company suggests that, in being possible, preference should be given to using the remote ballot paper for participation in the Meeting, mainly by sending it to service providers able to collect and transmit instructions for filling out the ballot paper (custodian or bookkeepers), given the greater simplicity of such procedure. The Company also informs that it will accept, exceptionally, in this Meeting, as a way to facilitate the participation of its shareholders at distance, mandate instruments, distance voting ballot papers and other documents only by e-mail, without signature recognition, notarization or consularization.

If the shareholders attend in person or by a duly appointed attorney-in-fact, the following documents will be required for participation in the Meeting:

Natural Person:

  • Valid identity document with photo (original or simple or certified copy) of the shareholder or, if applicable, of his proxy and the respective power of attorney. The following documents may be presented: (i) General Registry Identity Card (RG); (ii) Alien Registration Identity Card (RNE); (iii) Passport; (iv) Class Entity Card as a civil identity for legal purposes (e.g. OAB, CRM, CRC, CREA); or (v) National Driver's License (CNH).

Legal Entity and Investment Fund:

  • Valid identity document with photo of the legal representative (original, simple, or certified copy). The following documents may be presented: (i) Identity Card of General Registry (RG) or Alien Registration (RNE); (ii) Passport; (iii) Class Entity Card as a civil identity for legal purposes (e.g. OAB, CRM, CRC, CREA); or (iv) National Driver's License (CNH).
  • Proof of representation documents, including the power of attorney and a copy of the Bylaws and the minutes of the election of the directors, and, in the case of an investment fund, a copy of the fund regulations in force, of the bylaws or articles of association of its director, and the election's board meeting of the directors. If such documents are in a foreign language, they must be translated into Portuguese by a sworn translator, and, if possible, notarized and consularized.
  • Proof of ownership of shares issued by Americanas issued by the custody agent up to 3 (three) business days before the date of the Meeting.

A reminder that the regularity of the documents will be checked before the Meeting, which is why the Company asks the shareholders to be kind enough to arrive at the Meeting in advance so that the documents can be checked in time for their participation.

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Americanas SA published this content on 03 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 November 2021 20:33:11 UTC.