Americanas S A : EGM - Protocol and Justification of Incorporation, Merger or Spin-off

PROTOCOL AND JUSTIFICATION OF THE MERGER OF LOJAS AMERICANAS S.A. INTO AMERICANAS S.A.

The directors of the companies qualified below::

1. LOJAS AMERICANAS S.A., a public company headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Sacadura Cabral, 102, Saúde, ZIP 20081-902, holder of the CNPJ/ME n. 33.014.556/0001-96, ("Lojas Americanas"); e
2. AMERICANAS S.A., a public company headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Sacadura Cabral, 102, Parte, Saúde, ZIP 20081-902, holder of the CNPJ/ME n. 00.776.574/0006-60 ("Americanas" and, together with Lojas Americanas, the "Companies"),

resolve to sign, pursuant to articles 224, 225 and 227 of Law 6.404/76, the present protocol and justification of the merger of Lojas Americanas into Americanas ("Merger"), which shall be submitted to the approval of the shareholders of both Companies, in an extraordinary general meeting called on this date, as follows ("Protocol and Justification"):

1. Purposes and Main Benefits of the Transaction.

1. With the approval of the Merger, it is intended that the shareholder bases of the Companies be concentrated in the company that carries out the operational activities of Americanas Universe, by means of the merger of Lojas Americanas to Americanas' equity by its respective book value recorded in the balance sheet of Lojas Americanas as of June 30, 2021. The equity variations related to the elements that compose the net equity of Lojas Americanas, calculated as of the same Base Date in Lojas Americanas, shall also be appropriated by Americanas
2. The Merger provides for the consolidation of the shareholder bases of Lojas Americanas and Americanas into a single company listed on the Novo Mercado of the B3. Thus, the expected increase in value for shareholders, who shall now be holders of shares with equal rights and advantages, shall come from the streamlining of the structure and governance, as well as from the elimination of the holding discount of LAME3 and LAME4, the increase in liquidity of AMER3 and the better understanding of Americanas by the market.
3. In order to make this reorganization possible, the current controlling shareholder of Lojas Americanas shall become a reference shareholder with 29.2% of the capital of Americanas, giving up control without charging a premium for doing so. This group, present in the Company since the 1980's, has always had as a guiding element the strategy of creating long-term value, which has guaranteed the growth and profitability of the transaction. Once again, the reference shareholder reinforce its commitment with the long-term vision as a guide for the generation of future value.
4. Finally, as was already informed, Lojas Americanas' management had been studying the possibility of a corporate reorganization with the final objective of migrating its shareholder base from Lojas Americanas to a new company, based abroad, whose shares would be listed on the NYSE or NASDAQ. The merits of this idea are still present, as well as the recognition of the relevance and complexity of the theme and its eventual execution, which should not delay the use of the benefits of the corporate consolidation of the two entities, as proposed.

2. Description of Transaction

2.1. In order to perform the corporate combination of Lojas Americanas and Americanas, it is proposed to the shareholders of both Companies the merger of Lojas Americanas into Americanas at its book

value on June 30, 2021 ("Base Date"), supported by the Appraisal Report that constitutes Annex I to this Protocol and Justification prepared by Apsis Consultoria e Avaliações Ltda. (CNPJ/ME No. 08.681.365/0001-30) ("Apsis"), under the terms and for the purposes of articles 8, 226 and 227 of Law No. 6,404/76, which establishes that the referred net equity, on the Base Date, is worth at least R$6,526,520,288.70. The appointment of Apsis shall be submitted for ratification by the extraordinary general meeting of Americanas that examines this Protocol and Justification, under the terms of article 227, paragraph 1, of Law No. 6,404/76.

1. Although Americanas is a company controlled by Lojas Americanas, the assets of Lojas Americanas are currently comprise only the shares issued by Americanas owned by Lojas Americanas and R$ 200,377,808.12 in cash on the Base Date, so that there is not actually an exchange ratio to be negotiated between the Companies' managements, and the recommendation of the Securities Exchange Comission ("CVM") contained in CVM Opinion No. 35, issued on September 1, 2008 ("CVM Opinion 35") does not apply to this case.
2. Lojas Americanas' management intends, after the disclosure of the third quarter results, scheduled for November 11, 2021, until the date of the general meetings called to approve the Merger, to use said cash balance to acquire additional Americanas shares in the market from the free float.
3. Therefore, subject to the terms and conditions provided for herein, it is proposed that the consummation of the Merger be approved, so that the shares issued by Americanas held by Lojas Americanas on the date of the Merger are cancelled, and each shareholder of Lojas Americanas, holder of 1 common share or 1 preferred share issued by Lojas Americanas, receives, as a result of the Merger of Lojas Americanas by Americanas, and in replacement of the canceled Lojas Americanas shares, 0.185982 common shares issued by Americanas, which proportion shall be adjusted, on the date of the Merger, to take into account the additional Americanas shares that may be acquired by Lojas Americanas with the residual cash balance ("Exchange Ratio").

1. If we consider only the Americanas shares owned by Lojas Americanas on this date, a total of 350,206,073 common shares would be issued by Americanas in favor of Lojas Americanas shareholders. This number shall also be adjusted on the date of the Merger to include any additional shares of Americanas that may be acquired by then by Lojas Americanas with the residual cash balance.
2. As Americanas has its shares traded in the Novo Mercado, B3's highest governance level, and therefore, may only issue common shares, the holders of common shares and preferred shares of Lojas Americanas shall receive, in Americanas, common shares, on equal terms, in the proportion indicated above.

1. The Exchange Ratio shall be submitted to the approval of the Companies' shareholders by the occasion of the Extraordinary General Meetings called to resolve on the Merger.
2. Adjustments.The Exchange Ratio will be adjusted if there is a change in the number of shares into which the share capitals of Lojas Americanas or Americanas are divided, due to stock splits, grouping or share bonuses, or any other similar event.
3. Fractions.Any fractions of Americanas shares resulting from the Merger shall be grouped in whole numbers and then sold at auction at B3, after the execution of the Merger, under the terms of the notice to shareholders that shall be disclosed in due course. The amounts obtained in such sale shall be made available net of taxes to the Lojas Americanas shareholders who own the respective fractions, proportionally to their interest in each share sold.

1. The Merger shall result in an increase of the share capital of Americanas in an amount equivalent only to the residual cash balance that still remains in Lojas Americanas after the acquisition of additional shares of Americanas is closed.
2. Americanas shall universally succeed Lojas Americanas in all its assets, rights and obligations. The new shares issued by Americanas shall be entitled to the same rights and advantages attributed to the other existing shares of Americanas and shall participate fully in the results of the current fiscal year.
3. The approval of the Merger shall not affect the registration of Americanas as a public company, so that its shares shall continue to be traded in the Novo Mercado governance level of B3 S.A - Brasil, Bolsa, Balcão ("B3"), the segment in which they are currently traded, without any change. On the other hand, Lojas Americanas shall be extinct as a consequence of the Merger, so that its registration as a public company shall be cancelled and its shares shall no longer be traded on the B3.
4. The proposal of corporate unification of the Companies benefits the shareholders of both Companies, which become direct shareholders of Americanas, which concentrates the operational activities.

3. Article 264 of Law No. 6,404/76, Withdrawal Right and Refund Amount.

1. In accordance with the provisions of Section II of article 137 of Law No. 6,404/76, the withdrawal right shall be assured to shareholders of Lojas Americanas who dissent from the resolution, with respect to the common shares that they hold on the date of the publication of the material fact that discloses the execution of this Protocol and Justification and the terms of the Merger. The preferred shares of Lojas Americanas meet the criteria of liquidity and dispersion foreseen in article 137, II of Law No. 6,404/76 and, therefore, there is no withdrawal right in relation to them.
2. As a result of the above, and for informational purposes, in compliance with the provisions of article 264 of Law No. 6,404/76 and article 8 of CVM Instruction 565, the management of Lojas Americanas has hired Apsis Consultoria Empresarial Ltda. (CNPJ/ME nº 27.281.922/0001-70) (when together with Apsis, the "Specialized Companies") to calculate the ratio of theoretical replacement of Lojas Americanas shareholders' shares by Americanas shares, based on the value of the shareholders' equity of both companies, evaluating the two assets according to the same criteria and on the Base Date, at market prices. The calculation prepared is the object of the appraisal report that constitutes Annex II to the present Protocol and Justification, and was prepared, exclusively, for the informational purposes of article 264 of Law No. 6,404/76.

3.2.1. According to the appraisal report, the net equity, at market prices, on the same base date, of (a) Lojas Americanas is R$10,344,303k; and (b) Americanas is R$25,877,277k.Thus, the application of the theoretical share exchange ratio based on this criteria would result in the issuance of 0.190943 common shares of Americanas for each common or preferred share of Lojas Americanas.

1. The Specialized Companies declare (i) that there is no conflict or communion of interests, current or potential, with the Companies, with their shareholders, or, further, in relation to the Merger; and (ii) that the Companies, their shareholders and/or managers have not directed, limited, hindered or practiced any acts that have or may have compromised the access, use or knowledge of information, assets, documents or work methodologies relevant to the quality of their conclusions.
2. Depending on the proportion of common shares of Americanas for each common or preferred share of Lojas Americanas to be definitively established on the date of the Merger, with the necessary adjustments to take into account the common shares of Americanas that may be acquired by Lojas

Americanas by then with the residual cash balance, the amount of refund to be paid to dissenting shareholders who exercise their withdrawal right shall be determined.

1. For reference purposes, the value fixed under the terms of article 45 of Law No. 6,404/76, calculated on the basis of the Lojas Americanas balance sheet as of June 30, 2021 (which shall be submitted for the approval of the shareholders of Lojas Americanas as a preliminary to the appreciation of the Merger), corresponds to R$3.47 per share. The amount calculated in accordance with article 264 of Law No. 6,404/76, corresponds to R$5.49, and shall be applicable if, and only if, at the end, on the date of the Merger, the hypothesis foreseen in paragraph 3 of article 264 of Law No. 6,404/76 is verified.
2. The Companies shall inform (i) the definitive number of Americanas shares owned by Lojas Americanas to be considered and, consequently, (ii) the proportion of Americanas common shares for each common or preferred share of Lojas Americanas to be effectively delivered as a result of the Merger and (iii) the amount per common share to be actually refunded to the dissenting shareholder of Lojas Americanas that exercises the withdrawal right, through a notice to shareholders to be disclosed of the date of the Merger.

4. Other Matters

1. Whereas (i) Americanas has its securities traded in the Novo Mercado, being subject to the respective regulation, updated as from the Term of Vote and Assumption of Obligations dated from December 13, 2006 ("Original Term of Vote"); (ii) in order to promote the expansion of its capital, and with an increase of the already high level of governance reached, it is proposed, as a subsequent step to the transfer of all the retail activity developed by Lojas Americanas to Americanas, the corporate reorganization subject matter of this Protocol and Justification, following the recommendation and previous approval of the Company's Independent Board Members; (iii) the final purpose of the Merger is to unify the shareholder bases of the Companies, with the consequent extinction of Lojas Americanas and dilution of the Controlling Shareholders (as defined in the Original Term of Vote), who, once the Merger is approved, will occupy the position of reference shareholders of Americanas (iv) for the intended Merger to be successful, it is necessary to preserve the essential rights of all shareholders, gathered in Americanas in an equal position, in the absence of a defined controlling shareholder, and thus it is necessary, as a condition for the effectiveness of the Merger, to update and consolidate the terms and conditions originally agreed upon in the Original Term of Vote, for the benefit of all shareholders of the Company, insofar as still applicable. The amendments proposed to the Original Term of Vote were approved and subscribed by the independent directors of Americanas. With the approval of the Merger, the referred to amendments shall be deemed approved, passing updates to the Term of Vote, which approval is a necessary precedent condition for the effectiveness of the Merger, thus the Original Term of Vote to be in force with the new wording, provides for in Annex III to the Protocol and Justification ("Updated Term of Vote").
2. In consideration of the provisions in item 6.1 above, we propose, still the amendment of the Bylaws of Americanas, as per the Management Proposal, in order to adjust the terms of the Bylaws to the new provisions of the Term of Vote in Annex III.

5. Corporate Approvals

5.1. The execution of the Merger shall depend on the practice of the following acts ("Corporate Approvals"):

1. extraordinary general meeting of Lojas Americanas to, in this order, (i) approve the balance sheet and financial statements dated June 30, 2021, as disclosed by the Company on August 12, 2021; (ii) 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 managers of the Companies; (iii) approve the Merger, with the consequent extinction of Lojas Americanas; and (iv) authorize the subscription, by the managers of Lojas Americanas, in favor of its shareholders, of the new shares to be issued by Americanas, as a result of the Merger; and
2. extraordinary general meeting of Americanas to, in this order, (i) 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 managers of the Companies, with the consequent adoption of the Revised and Restated Term of Vote; (ii) ratify the hiring of Apsis, to carry out the appraisal and determine the book value of Lojas Americanas ("Appraisal Report"); (iii) approve the Accounting Appraisal Report; (iv) approve the Merger, with the consequent issue of shares to be subscribed and paid up by the managers of Lojas Americanas, in favor of its shareholders, increasing the share capital of Americanas by an amount corresponding to the residual portion of the equity of Lojas Americanas that does not correspond to the investment in Americanas on the date of the Merger; (v) update the caput of article 5 of Americanas' Bylaws to reflect the share capital increase resulting from the Merger and the other capital increases approved by the Board of Directors, within the limit of authorized capital, at the meetings held on July 27, 2021 and October 29, 2021; (vi) complement the Company's corporate purpose 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; (vii) 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 (viii) 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.

6. General Provisions

1. All documents mentioned in this Protocol and Justification will be available to the Companies' shareholders at their respective head offices as from this date, on the Investor Relations websites of Lojas Americanas (https://ri.lasa.com.br/) and Americanas (https://ri.americanas.com/), as well as on the CVM (www.cvm.gov.br) and B3 (www.b3.com.br) websites.
2. This Protocol and Justification may only be amended by means of a written instrument and shall be governed by the laws of the Federative Republic of Brazil, the district court of the Capital of the State of Rio de Janeiro being elected to settle all issues arising from this Protocol and Justification, with the renunciation of any other, however privileged it may be or become.
3. Electronic Signature.The signatories acknowledge the veracity, authenticity, integrity, validity and effectiveness of this Protocol and Justification and of its terms, pursuant to article 219 of the Civil Code, in electronic format and/or signed by means of electronic certificates, even if they are electronic certificates not issued by ICP-Brasil, pursuant to article 10, second paragraph, of Provisional Measure no. 2220-2/ 2001 (the "MP 2220-2"), such as, for example, by means of the upload of this Protocol and Justification and apposition of their respective electronic signatures on the DocuSign (https://account.docusign.com/).