Americanas S A : Fiscal Council - Minute of Meeting
November 02, 2021
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AMERICANAS S.A.
Public Company
CNPJ/ME n. 00.776.574/0006-60
NIRE 33.300.290.745
Minutes of the Meeting of the Fiscal Council of Americanas S.A. ("Company") held on November 1, 2021.
Date, Time and Venue: On November 1, 2021, at 4 pm, by conference call.
Call and Presence: All previously called and present, the Fiscal Council meeting began. Present, by conference call, the sitting members, Mrs. Carlos Alberto de Souza, Pedro Carvalho de Mello and Peter Edward Cortes Marsden Wilson.
Presiding Board: Chairman: Carlos Alberto de Souza; Secretary: Fábio da Silva Abrate.
Agenda: To give an option on the proposal, to be submitted to the shareholders of the Company, for the merger of Lojas Americanas S.A. ("Lojas Americanas") into the Company, under the terms and conditions established in the " Protocol and Justification of the Merger of Lojas Americanas S.A. into Americanas S.A." (and respective annexes), approved by the Company's Board of Directors, with the consequent extinction of Lojas Americanas and the issuance of new common shares of the Company to be fully subscribed by the managers of Lojas Americanas and attributed to its shareholders ("Merger").
Resolutions: With the necessary clarifications provided, and after due analysis of the relevant documents concerning the matter on this Meeting's agenda, the directors unanimously expressed a favorable opinion on the approval of the Merger by the shareholders of the Company at a general meeting, having signed the opinion that is part of the minutes of this Meeting as Annex I.
Closure: There being no further matters to be discussed and no one taking the floor, the meeting was adjourned, and the present Minutes were drawn up, read, and unanimously approved, signed by all the attending members.
Carlos Alberto de Souza
Peter Edward Cortes Marsden Wilson
Chairman
Member of the Fiscal Council
Pedro Carvalho de Mello
Member of the Fiscal Council
Fábio da Silva Abrate.
Secretary
FISCAL COUNCIL'S OPINION
AMERICANAS S.A.
Public Company
CNPJ/ME n. 00.776.574/0006-60
NIRE 33.300.290.745
The Fiscal Council of Americanas S.A. ("Company"), in compliance with the legal and statutory provisions, after examining the "Protocol and Justification of the Merger of Lojas Americanas S.A. into Americanas S.A." and its respective annexes, containing the reasons, purposes, criteria and conditions proposed for the merger of Lojas Americanas S.A. ("Lojas Americanas") into the Company, with the consequent extinction of Lojas Americanas, and with the issuance of new common shares of the Company to be fully subscribed by the managers of Lojas Americanas and attributed to its shareholders, express a favorable opinion on the approval of the proposed transaction, to be considered and voted by the Company's shareholders in an Extraordinary General Meeting called for December 10, 2021.
Rio de Janeiro, November 1, 2021
Carlos Alberto de Souza
Peter Edward Cortes Marsden Wilson
Pedro Carvalho de Mello
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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 20:23:11 UTC.
Americanas SA, formerly known as B2W - Companhia Global do Varejo SA, is a Brazil-based company engaged in the retail sector. The Firm operates through several sales channels: e-commerce, marketplace, catalogs, kiosks and physical stores. The Company offers products from different categories, including food, toys, tools, books, telephones and hardware. The Company provides also additional services, including consumer loans, payment solutions, loyalty program, ticketing, photo processing, as well as technology, logistics and distribution services. It operates through a number of brands, such as Americanas, Shoptime, Submarino, Ingresso.com, Ame and LETâs, among others. The Company is present in all Brazilian states.