B2W Companhia Digital : Annual 2020

www.pwc.com.br

(A free translation of the original in Portuguese)

B2W Companhia Digital

Parent company and consolidated financial statements at December 31, 2020 and independent auditor's report

Audit Opinion_B2W 31-12-2020_v_English_EN

(A free translation of the original in Portuguese)

Independent auditor's report

To the Board of Directors and Stockholders

B2W Companhia Digital

Opinion

We have audited the accompanying parent company financial statements of B2W Companhia Digital (the "Company"), which comprise the balance sheet as at December 31, 2020 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the accompanying consolidated financial statements of B2W Companhia Digital and its subsidiaries ("Consolidated"), which comprise the consolidated balance sheet as at December 31, 2020 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of B2W Companhia Digital and of B2W Companhia Digital and its subsidiaries as at December 31, 2020, and the financial performance and the cash flows for the year then ended, as well as the consolidated financial performance and the cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Ourresponsibilities under those standards are further described in the Auditor's Responsibilities for the Auditof the Parent Company and Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

PricewaterhouseCoopers, Rua do Russel 804, 6ºe 7º, Edifício Manchete, Rio de Janeiro, RJ, Brasil, 22210-907,

T: [phone],www.pwc.com.br

Audit Opinion_B2W 31-12-2020_v_English_EN

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Our audit in 2020 was planned and performed considering that the operations of the Company and its subsidiaries had no significant changes in relation to the previous year. In this context, the Key Audit

Matters, as well as our audit approach, remained substantially aligned with that of the previous year, except for the inclusion of KAM on cash flow hedge accounting adopted by the Company

in 2020, and exclusion of KAM on (i) initial adoption of the new accounting standard CPC 06 (R2)/IFRS 16 -"Leases" and (ii) final and unappealable decision -exclusion of ICMS from PIS and COFINS calculation basis, as they refer to events occurred in 2019.

Why it is a Key Audit Matter	How the matter was addressed in the audit
Assessment of the recoverable amount of the intangible asset (note 2.3 and 16) and of the realization of deferred taxes (note 12)
The Company has material balances of intangible assets with definite and indefinite useful lives, related to expenditures on development of websites and systems for which a provision for impairment may be required whenever events or changes in circumstances indicate that their carrying amount may not be recoverable, as well as goodwill arising on acquisition of investments in prior years tested annually to determine the need or not of a provision for impairment. The assessment of recoverability is based on projections of expected future cash flows of each subsidiary to which the balances relate (cash-generating unit-CGU). The Company has also balances of deferred income	Our audit procedures included, but were not limited to, obtaining an understanding and performing an assessment of the internal control environment with respect to the processes to assess the recoverable amount of the Company'sassets and to calculate and record the tax credits. We assessed the governance related to this process, including the approval of the budgets used in this calculation and reviews of the teams of specialists in financial calculations of theCompany. We involved our specialists in financial projections in the assessment of thereasonableness of the main operating and financial assumptions used by management, comparing them with the economic and industry forecasts available. We also tested the logical andarithmetical accuracy of the projections. With the support of our specialists in tax
tax and social contribution assets related basically to	matters, we tested the calculation bases of the
income tax and social contribution losses and	income tax and social contribution tax losses and
Why it is a Key Audit Matter	How the matter was addressed in the audit
temporary differences, which were recognized	temporary differences, comparing them with the
considering their expected realization based on	related tax records. We also analyzed the
projections of future taxable income.	reasonableness of the term for utilization of the
accumulated tax losses over the next years.
The projections of cash flow and future taxable income were prepared based on the business planapproved by the management and considerassumptions related to the results of the activities of each CGU, as well as other assumptions supporting these projections. The use of different assumptions could modify significantly the recoverable amounts determined by the Company. For this reason, weconsidered this a key audit matter.	We performed a sensitivity analysis andrecalculated the projections considering scenarios of discount rates and profit margin percentage, andread management's disclosures regarding thefinancial statements. We also compared the projections with the historyof results for the prior years. Our audit procedures evidenced that the judgments and theassumptions used by management in the projection of results are reasonable and consistentwith the data and information obtained.
Cash flow hedge accounting (Notes 2.17, 4.4,and 19) In order to hedge against any fluctuations in foreign exchange and in interest rates arising from the issuance of bonds in 2020, the Company entered into derivative hedging instruments and designated them for cash flow hedge accounting, according to theCompany's risk management strategy. At December 31, 2020, the Company recognized R$ 97,688 thousand, net of tax effects, under Other comprehensive income, in equity, referring to cash	Our audit procedures included, but were not limited to, an understanding of the Company's risk management process, the hedge policy, and thehedging accounting framework. We assessed the application of hedge accounting by the Company considering the requirements in CPC48/IFRS 9. We analyzed the methodology used by the
flow hedge accounting.	Company for measurement of derivative financial
instruments and, with the assistance of our
Given the relevance of the hedged financial	specialists in financial instruments, we
instruments, the complexity of the criteria required	recalculated, on a sample basis, the fair value
for the adoption of hedge accounting, and the	measurement of these derivatives.
assumptions and judgments adopted in the fair value
measurement of the derivatives used as a hedge, we	We analyzed the supporting documentation for the
consider this a Key Audit Matter.	designation of financial instruments and the effectiveness tests prepared by the Company's
management. Finally, we read the disclosures made in the notesto the financial statements.
Why it is a Key Audit Matter	How the matter was addressed in the audit
We consider that the assumptions and judgments adopted by Management in applying hedge accounting are reasonable and the disclosures made are consistent with the data and informationobtained.

Other matters

Statements of Value Added

The parent company and consolidated Statements of Value Added for the year ended December 31, 2020, prepared under the responsibility of the Company's management and presented as supplementary information for IFRS purposes, were submitted to audit procedures performed in conjunction with theaudit of the Company's financial statements. For the purposes of forming our opinion, we evaluatedwhether these statements are reconciled with the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added". In our opinion, these Statements of Value Added have been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement, and are consistent with the parent company and consolidated financial statements taken as a whole.

Other information accompanying the parent company and consolidated financial statements and the auditor's report

The Company's management is responsible for the other information that comprises the ManagementReport.

Our opinion on the parent company and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.

In connection with the audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the parent company and consolidated financial statements

Management is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company and consolidated financial statements, management is responsible forassessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor's responsibilities for the audit of the parent company and consolidated financialstatements

Our objectives are to obtain reasonable assurance about whether the parent company and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, butis not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• •Identify and assess the risks of material misstatement of the parent company and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• •Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.

• •Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• •Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in ourauditor's report to the related disclosures in the parent company and consolidated financial statementsor, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However, future events or conditions maycause the Company to cease to continue as a going concern.

• •Evaluate the overall presentation, structure and content of the parent company and consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• •Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company and consolidated

financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Rio de Janeiro, March 1, 2021

PricewaterhouseCoopers Auditores Independentes CRC 2SP000160/O-5

Claudia Eliza Medeiros de Miranda Contadora CRC 1RJ087128/O-0

B2W Companhia Digital

Balance Sheet

In thousands of reais

Parent Company

Consolidated

ASSETS	Note	2020	2019	2020	2019
CURRENT
Cash and cash equivalents	7	6,630,363	3,533,847	6,634,287	3,535,807
Marketable securities and other financial assets	8	4,251,702	2,719,116	4,411,377	2,947,491
Accounts receivable - Related parties	13	6,662	50,267	-	-
Client accounts receivable	9	1,787,769	751,168	1,838,917	762,147
Inventories	10	1,595,585	888,168	1,701,658	951,382
Recoverable taxes	11	647,153	658,600	685,309	684,136
Prepaid expenses	18,318	22,777	32,308	35,422
Other current assets	471,822	510,295	475,945	515,344
Total current assets	15,409,374	9,134,238	15,779,801	9,431,729
NON CURRENT
Marketable securities and other financial assets	8	80,592	224,775	80,592	224,775
Recoverable taxes	11	1,293,727	1,197,168	1,293,727	1,197,168
Deferred income tax and social contribution	11	1,253,274	1,264,561	1,421,617	1,326,769
Judicial deposits	22	118,905	90,350	120,755	90,543
Account Receivable - Related parties	13	39,462	39,462	-	-
Other non current assets	62,234	62,875	68,308	69,014
Investments	14	846,972	705,897	108,847	65,693
Fixed assets	15	359,022	384,131	392,497	407,866
Intangible assets	16	2,548,589	2,486,896	3,093,999	2,990,855
Rights-of-use assets	17	219,637	210,796	246,632	252,158
Total non current assets	6,822,414	6,666,911	6,826,974	6,624,841
TOTAL ASSETS	22,231,788	15,801,149	22,606,775	16,056,570
1

B2W Companhia Digital

Parent Company

Balance Sheet

Consolidated

LIABILITIES AND SHAREHOLDERS' EQUITY	Note	2020	2019	2020	2019
CURRENT
Suppliers	18	3,930,758	2,665,242	4,068,103	2,758,582
Borrowings and financing	19	415,097	1,300,545	429,058	1,320,955
Accounts payable - Related parties	13	376,617	248,805	113,908	20,367
Debentures	20	15,858	214	1,897	214
Salaries, provisions and social contributions	45,881	38,361	75,189	60,303
Accounts payable - Business combination	21	1,234	-	1,234	8,092
Taxes payable	22	81,764	85,224	98,304	106,930
Income tax and social contribution	3,154	-	4,258	2,960
Advances received from clients	104,701	136,432	104,893	136,461
Lease liability	17	77,047	62,062	90,434	79,648
Other current liabilities	171,216	203,142	343,795	353,398
Total current liabilities	5,223,327	4,740,027	5,331,073	4,847,910
NON CURRENT LIABILITIES
Borrowings and financing	19	4,034,894	4,866,478	6,941,946	4,912,171
Debentures	20	2,930,328	200,000	389,138	200,000
Provisions	23	57,379	56,055	161,223	148,698
Accounts payable - Business combination	21	13,210	-	13,210	-
Lease liability	17	177,631	177,845	195,078	209,747
Liabilities discovered	14	222,364	23,289	1,832	-
Other non current liabilities	86,949	3,023	87,569	3,612
Total non current liabilities	7,522,755	5,326,690	7,789,996	5,474,228
SHAREHOLDERS' EQUITY
Capital	25	12,340,651	8,289,558	12,340,651	8,289,558
Capital reserve	47,140	38,513	47,140	38,513
Other comprehensive income	(97,688)	-	(97,688)	-
Accumulated losses	(2,804,397)	(2,593,639)	(2,804,397)	(2,593,639)
9,485,706	5,734,432	9,485,706	5,734,432
Total shareholders' equity	9,485,706	5,734,432	9,485,706	5,734,432
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	22,231,788	15,801,149	22,606,775	16,056,570

B2W Companhia DigitalStatement of Operations

Parent Company
Note	2020	2019	2020	2019
Net revenue	27	9,788,605	6,527,405	10,124,347	6,767,982
Cost of goods and services sold	(6,770,110)	(4,489,713)	(7,247,256)	(4,756,354)
Gross profit	3,018,495	2,037,692	2,877,091	2,011,628
Operating income (expenses)
Selling expenses	28	(1,976,721)	(1,304,795)	(1,705,978)	(1,120,760)
General and administrative expenses	28	(724,038)	(628,712)	(829,353)	(736,902)
Other operating income (expenses)	28	(67,890)	(45,701)	(75,593)	(46,597)
OPERATING INCOME BEFORE FINANCIAL RESULT	249,846	58,484	266,167	107,369
Financial revenue	341,203	518,285	348,643	534,428
Financial expenses	(759,362)	(1,072,557)	(778,819)	(1,100,779)
FINANCIAL RESULT	29	(418,159)	(554,272)	(430,176)	(566,351)
Equity accounting	(79,652)	27,196	(85,594)	(3,714)
Loss before income tax and social contribution	(247,965)	(468,592)	(249,603)	(462,696)
Income tax and social contribution
Current	12	(3,154)	-	(5,022)	(17,745)
Deferred	12	40,361	150,354	43,867	162,203
Loss of the period	(210,758)	(318,238)	(210,758)	(318,238)
Attributable to Company's shareholers	(210,758)	(318,238)	(210,758)	(318,238)
Attributable to Non controlling shareholers	-	-	-	-
Basic net loss per share	30	(0.3949)	(0.6771)	(0.3949)	(0.6771)
Diluted net loss per share	30	(0.3909)	(0.6691)	(0.3909)	(0.6691)

Consolidated

B2W Companhia DigitalComprehensive Income Statement

In thousands of reais

Parent Company
2020	2019	2020	2019
Loss of the period	(210,758)	(318,238)	(210,758)	(318,238)
Other comprehensive income
Cash flow hedge	151,906	-	(148,012)	-
Tax effects	(51,648)	-	50,324	-
Other comprehensive income- Cash flow hedge of subsidiaries	(197,946)	-	-
Total other comprehensive income to be reclassified
to income for the year in subsequent periods,
net of taxes	(97,688)	-	(97,688)	-
Total comprehensive result	(308,446)	(318,238)	(308,446)	(318,238)
Atributed to controlling shareholers	(308,446)	(318,238)	(308,446)	(318,238)
Atributed to non controlling shareholers	-	-	-	-

Consolidated

B2W Companhia Digital

Statement of Changes in Shareholders' Equity

Parent Company and Consolidated

In thousands of reais

Parent Company	Consolidated
Other
Comprehensive	Accumulated
Capital Stock	Capital Reserve	Income	losses	Total	Total
Balance at January 1, 2020	8,289,558	38,513	-	(2,593,639)	5,734,432	5,734,432
-
Loss for the year	-	-	-	(210,758)	(210,758)	(210,758)
Cash flow hedge	-	-	100,258	-	100,258	(97,688)
Cash flow hedge of subsidiaries	-	-	(197,946)	-	(197,946)	-
Capital increase	4,019,871	-	-	-	4,019,871	4,019,871
Capital increase with stock option plan	31,222	(31,222)	-	-	-	-
Stock option plan	-	39,849	-	-	39,849	39,849
Balance at December 31, 2020	12,340,651	47,140	(97,688)	(2,804,397)	9,485,706	9,485,706
Parent Company	Consolidated
Other
Comprehensive	Accumulated
Capital Stock	Capital Reserve	Income	losses	Total	Total
Balance at January 1, 2019	5,742,330	46,773	-	(2,251,988)	3,537,115	3,537,115
-
Initial adoption IFRS 16	-	-	-	(23,413)	(23,413)	(23,413)
Losses for the year	-	-	-	(318,238)	(318,238)	(318,238)
Capital increase	2,516,004	-	-	-	2,516,004	2,516,004
Capital increase with stock option plan	31,224	(31,224)	-	-	-	-
Stock option plan	-	22,964	-	-	22,964	22,964
Balance at December 31, 2019	8,289,558	38,513	-	(2,593,639)	5,734,432	5,734,432

5

B2W Companhia Digital

Parent Company

Cash Flow Statement In thousands of reais

Consolidated

Note	2020	2019	2020	2019
Cash flows from operating activities
Loss of the period	(210,758)	(318,238)	(210,758)	(318,238)
Adjustments to net loss:
Depreciation and amortization	15/16/17	577,267	499,321	601,763	522,704
Deferred income tax and social contribution	(40,361)	(150,354)	(43,867)	(162,203)
Interest and indexation and exchange variances	244,324	514,930	247,387	523,098
Equity accounting	79,652	(27,196)	85,594	3,714
Constitution of provision for contingencies	23(b)	23,084	16,849	41,056	18,503
Reversal of provision for lawsuits and contingencies	23(b)	(14,024)	(7,345)	(15,749)	(11,488)
Others	(25,265)	(44,032)	(48,483)	(9,282)
Adjusted net loss	633,919	483,935	656,943	566,808
Decrease (increase) in operational assets:
Accounts receivable	(828,592)	(408,983)	(859,174)	(422,496)
Inventories	(711,961)	(32,090)	(754,820)	(56,992)
Recoverable taxes	(85,112)	(142,799)	(97,732)	(121,815)
Prepaid expenses	4,459	4,506	3,114	1,871
Judicial deposits	(28,555)	(24,282)	(30,212)	(24,459)
Other accounts receivable (current and non-current)	39,114	(86,477)	40,576	(86,858)
(1,610,647)	(690,125)	(1,698,248)	(710,749)
Decrease (increase) in operational liabilities:
Suppliers	1,123,593	600,449	1,165,858	595,509
Payroll and related charges	7,520	1,884	14,456	2,456
Taxes and contributions (current and non current)	(3,460)	48,765	(8,941)	49,189
Contingency payment	23(b)	(10,939)	(11,190)	(16,164)	(12,203)
Other accounts payable (current and non current)	33,858	83,339	57,860	129,244
Accounts receivable/ payble affiliate companies	171,417	94,371	83,704	61,381
1,321,989	817,618	1,296,773	825,576
Interest paid on Loans and Debentures	(287,827)	(484,958)	(289,582)	(489,459)
Interest paid on leases	17	(19,559)	(18,734)	(22,033)	(23,047)
Paid Income Tax and Social Contribution	-	-	(5,621)	(11,191)
Net cash provided by (used in) operational activities	37,875	107,736	(61,768)	157,938
Cash flow from investing activities:
Marketable securities	(1,388,403)	(1,224,004)	(1,319,612)	(1,251,528)
Fixed assets acquisition	15	(35,632)	(24,130)	(52,170)	(31,928)
Intangible assets acquisition	16	(475,404)	(408,161)	(480,110)	(411,118)
Capital increase	14	(204,582)	(27,567)	(126,915)	(27,567)
Value paid for the acquisition of subsidiaries	(1,181)	-	(9,744)	(1,547)
Net cash provided by (invested in) investment activities	(2,105,202)	(1,683,862)	(1,988,551)	(1,723,688)
Cash flow from financing activities:
Funding of debentures, borrowings and financing	19 (b)/20 (b)	4,074,208	2,168,982	4,074,208	2,215,282
Settlement of debentures, loans and financing	(2,856,075)	(2,631,976)	(2,856,075)	(2,679,936)
Payments of lease liabilities	(74,161)	(56,764)	(89,205)	(69,741)
Capital increase in cash	4,019,871	2,516,004	4,019,871	2,516,004
Net cash provided by financing activities	5,163,843	1,996,246	5,148,799	1,981,609
Increase in cash and cash equivalents	3,096,516	420,120	3,098,480	415,859
Opening balance of cash and cash equivalents	7	3,533,847	3,113,727	3,535,807	3,119,948
Closing balance of cash and cash equivalents	7	6,630,363	3,533,847	6,634,287	3,535,807
Increase in cash and cash equivalents	3,096,516	420,120	3,098,480	415,859

B2W Companhia DigitalStatement of Value Added

Parent Company
2020	2019	2020	2019
Revenues
Sales of goods and services	12,140,556	8,025,052	12,596,102	8,357,392
Other revenues/ expenses	(8,255)	6,049	(4,417)	6,076
Reversal (allowance) for doubtful accounts	(49,139)	(23,009)	(35,748)	(42,534)
12,083,162	8,008,092	12,555,937	8,320,934
Goods acquired from third parties
Costs of goods and services sold	(8,324,080)	(5,527,035)	(8,925,424)	(5,882,872)
Materials, energy, third party services and others	(1,916,761)	(1,247,364)	(1,560,026)	(953,444)
Lost / Recuperation of asset value	-	1,673	-	1,673
(10,240,841)	(6,772,726)	(10,485,450)	(6,834,643)
Gross value added	1,842,321	1,235,366	2,070,487	1,486,291
Depreciation and amortization	(577,267)	(499,321)	(601,763)	(522,704)
Net value added generated	1,265,054	736,045	1,468,724	963,587
Value added received in transfer
Equity result	(79,652)	27,196	(85,594)	(3,714)
Financial income	341,203	518,285	348,643	534,428
Total value added to distribute	1,526,605	1,281,526	1,731,773	1,494,301
Distribution of value added
Employees
Direct compensation	267,784	227,945	413,843	356,891
Benefits	81,249	59,639	94,240	73,731
Guarantee fund for years of service	20,631	19,567	34,330	34,376
369,664	307,151	542,413	464,998
Taxes and contributions
Federal	(23,391)	(145,569)	(40,692)	(145,259)
State	612,891	335,295	625,134	346,796
Municipal	11,978	9,206	25,522	20,512
601,478	198,932	609,964	222,049
Compensation of third party capital
Interest	759,362	1,072,557	778,819	1,100,779
Rentals	5,485	19,898	9,961	23,487
Others	1,374	1,226	1,374	1,226
766,221	1,093,681	790,154	1,125,492
Remuneration of own capital
Loss for the year	(210,758)	(318,238)	(210,758)	(318,238)
(210,758)	(318,238)	(210,758)	(318,238)
Distribution of value added	1,526,605	1,281,526	1,731,773	1,494,301

Consolidated

MANAGEMENT REPORT 2020

Digital platform with the purpose of CONNECTING PEOPLE, BUSINESS, PRODUCTS and SERVICES

ORGANIZATIONAL PROFILE

B2W is a complete platform that connects Customers and strategic partners such as Sellers and Suppliers. We operate in eCommerce and Marketplace through the brands Americanas.com, Submarino, Shoptime, in additionto offering several digital solutions.

Americanas is the controlling shareholder of B2W DIGITAL, with participation of 62.48%. The Company is headquartered in Rio de Janeiro and its shares are traded through the BTOW3 code on B3, in the Novo Mercadosegment, which has the highest Corporate Governance index in Brazil.

VISION

To be closer to our customers, becoming the largest and most beloved Digital Company in Latin America.

VALUES

• Have thebest people

• Be a good"Business Owner"

• Seekexcellence in operation

• Tofocus on the customer

• Delta-Doingmore and betterevery day

• Being obsessed withresults

• Breating innovationall the time

THE LARGEST & MOST BELOVED INTERNET BRANDS

B2W Digital has the most complete portfolio of e-commerce brands, with complementary customer profiles, and low overlap (85% of our customers buy from just one brand). B2W Digital's multi-brand operation is a competitive advantage that allows for the: i) attracting of more customers, ii) optimization of direct traffic and SEO, iii) increasing relevance and presence of brands, and iv) increasing the assortment available by connecting differentbrands and Sellers.

Americanas.com

The biggest store. The lowest prices

Americanas is the largest Brazilian online store with millions of products available in more than 40 categories, being known for having everything from international products to grocery products. Voted by customers as the number one in service and the internet's most beloved store, Americanas offers the best shopping experienceand variety of customer delivery options.

It is a democratic, inclusive brand that is present in the daily lives of Brazilians. The clients can buy through site, app or kiosks located in Americanas stores and receive their products at home, or at more than 11 thousand pick up points connected to our ecosystem(Americanas stores, partner sellers stores, and lockers), in more than5.3 thousand municipalities in Brazil, spread throughout the country.

Submarino

The products you enjoy and the best service on the internet

Submarino is a digital brand, a reference in books, games, technology and entertainment. The goal of the brand is to bring the best experience to customers, through the main subjects that happen on the internet and the biggest launches at all times, always with quality content and curatorship done by those who understand thesubject! In addition, our website and app have agile navigation to enhance our shopping experience and thesearch for new products.

Shoptime

Exclusive products and live demonstration

Shoptime is the largest home shopping channel in Latin America. A specialist in live broadcasts of product demonstrations, it is on the air 24 hours per day, offering clients good content and entertainment. Shoptime offers unique items and practical solutions for day-to-day use with its own brands: Home & Comfort (bed and bath), Fun Kitchen (portable electric appliances), La Cuisine (houseware) and Life Zone (sports and leisure).

Sou Barato

The Americanas.com outlet

Sou Barato, the outlet of Americanas.com, offers repackaged products (which have been returned by another customer and / or had the original packaging damaged during the distribution process), used products (which are tested, reconfigured and sanitized to make them perfect new). All products sold are guaranteed. There are more than 22 thousand products, divided between 20 departments, with discounts that reach 60%. In addition to repackaged and used products, it also offers an assortment of more than 10 million items of internationalproducts, with free shipping.

Growth Algorithm

In line with the new growth route for 2021, we optimized our growth algorithm with a focus on maximizing the shopping experience of the customer through 3 elements: Awareness, Purchase Experience, and Loyalty. With this objective, we defined 7 variables that will guide our actions: Assortment, Personalization, Fast Delivery, APP, Americanas Mais, Ame, and Brand Awareness. We will continue invest intensively in people, data culture, and possible strategic acquisitions, as a way to support the operation of the algorithm. The expressive acceleration of growth in Jan/21 (+83%) and Feb/21 (+90%), already demonstrate the result of the variousinitiatives underway at the Company.

• Assortment

  • Offers: The number of items offered on the sites totaled 87.2 million exiting 4Q20, an increase of 196% vs. 4Q19, driven by Marketplace.

  • Items sold: The total items sold in 4Q20 increased by 68% vs. 4Q19, driven by Marketplace and long tail categories.

  • Americanas Mercado: The category grew 8.8x in 4Q20 and consolidated itself as the largest at B2W in terms of items sold and is one of the 10 largest in GMV. It continues its rapid geographic expansion through partnerships such as Carrefour and Grupo Big, with availability in 61 cities in the states of

    SP, RJ, ES, MG, RS, and BA. Throughout the year, the category grew by 503% in the number of registered customers, reaching a base of 1.9 MM in December/20.

  • Cross Border: The Cross Border operation allows for customers to buy products from around the world (including USA and China), creating a new growth front for the B2W Marketplace. Launched in

    March/19, the operation continued to develop rapidly.

    • Americanas Mundo showed total GMV growth of 170% in 2020.

    • Americanas Mundo had the best selling item on Black Friday of 2020. During the peak of the events operation, Americanas Mundo reached 50% sales at Americanas.com.

  • Americanas Empresas (corporate sales): The B2B sales platform, dedicated exclusively to serving corporate clients (legal entity with CNPJ), which aims to bring more facilities to companies, offering all the benefits of the Americanas Universe.

    • Throughout the year, the operation showed strong growth in the sale of items for home office. In November/20, the brand registered growth of 171% in sales compared to the same month of last year. Part of the growth was derived from greater demand for notebooks and telephony.

    • In addition, Americanas Empresas has made it easier for thousands of companies to meet the demand for Christmas gifts. For this, we launched the campaign, "Gift who makes your company happen"in which one of the novelties was the option of delivering the same purchase of gifts to multiple addresses.

• Personalization and UX:

  • Recommendation: We implemented a new configuration of hotsites to recommend products in a personalized way, initiating actions for customer retention.

  • Search Engine: Intensive use of technology to design a new solution for page titles and descriptions, making information more clear to customers and providing a better experience in search engines.

  • New Seal and Fast Shipping search Filter: With the new filter on the websites and Apps, customers can select to search by the products that have faster delivery times, improving the shopping experience and the conversion.

  • New product pages on Submarino and Shoptime: With a new layout for the product page in Submarino and Shoptime, we offer a simpler experience with more integrated information.

  • Integration of FAQ with chat: To facilitate self-service flows, we activated the FAQ integrated with chat, promoting content that helps the customer to solve uncertainties about the purchase flow in a fast, direct, and personalized way.

  • Recommendation of O2O items: Our recommendations began to consider the region of the user to recommend products more intuitively and optimize the calculation of freight costs. In addition, we designate products available for same day delivery.

  • Submarino and Shoptime O2O: The assortment of Americanas stores was enabled at Submarino and Shoptime, allowing customers to receive their products within 3 hours or pick up at the store on the same day.

• Checkout: We restructured the brands' payment pages with technical optimizations. There was a performance gain of 67% and a 1.6% increase in the conversion rates.

• Fast Delivery

  The deliveries of B2W are operated by LET'S, a shared management platform for the logistics and distribution assets of the Americanas Universe. LET'S optimizes the operations of the physical and digital

  platforms through a flexible model, from order receipt to delivery, generating operational efficiencies, important synergies and optimizing the customer experience.

  • Consolidated Delivery Time: In 4Q20, we completed 1.9 MM deliveries within 3 hours (11.5% of the total). Deliveries within 24 hours (Same Day) accounted for 40% of the total.

  • Fulfillment Centers: LET's operates 22 FCs in 12 states (BA, CE, MG, PA, PE, PR, RJ, RS, SC, SP,

    DF, and ES).

  • B2W Entrega: Reached more than 85 thousand Sellers exiting 4Q20, representing 97.5% % of the total Seller base and participating in more than 80% of orders placed on the Marketplace.

    • B2W Fulfillment: Connection of more than 3 thousand Sellers with their inventory operated by the platform, including names such Polishop, Estrela 10, and Americanas, ensuring shorter delivery times and more competitive freight costs. Through B2W Fulfillment, the customer gets the best shopping experience, where the entire logistics process (inventory, transportation and fulfillment) is operated by B2W. We expanded the offer of storage space and started to operate for Sellers in the states of PE, RJ, RS, and SP.

    • B2W Delivery: New freight service for international Sellers, which is already responsible for 92% of Cross Border deliveries in 4Q20. The service allows for greater control of the operation, with a 50% reduction in delivery time, and a better service level.

• Apps: Mobile Platforms

  • Apps: 124 million downloads of the brands apps since inception. In 2020, our apps totaled 62 MM downloads and the Americanas App was the most downloaded in the shopping category (Source: App Annie).

  • Traffic: Throughout 4Q20, traffic via mobile devices represented 83% of total visits, an increase of 1.5 p.p. compared with 4Q19.

  • #LevelUp: With the improvement of the Americanas App, through the efforts of the SEO team in optimizing the app stores for the user, the Americanas app was the most downloaded in Brazil in the shopping category on Black Friday 2020, according to data from App Annie.

  • MAU: In 4Q20, the brands apps totaled 39.7 million active users (Monthly Active Users-Source: App Annie).

• Americanas Mais

  The loyalty program of Americanas (free shipping and other benefits) started a new expansion phase and is now free for the entire customer base. With the change, all brand customers can enjoy free shippingon millions of products (identified by the "Amais" label), in addition to fast

  delivery within 24 hours to different locations. The program also began nationwide coverage-an expansion beyond the previous South and Southeast regions of the country. In addition to free shipping and fast delivery, Americanas Mais will offer more benefits in a gamified manner (streaming, content, and more), stimulating purchase frequency and loyalty.

• Ame Digital:

  Ame is one of the first initiatives of IF-Innovation and Future, the innovation engine of the Americanas Universe and responsible for building disruptive businesses and leveraging several initiatives within Americanas and B2W. The main verticals of IF include: Accelerate existing

initiatives, incubate new businesses, invest in startups (venture capital), develop retail technologies, and prospect new opportunities, including M&A operations.

Ame, a Fintech and mobile business platform, continues to develop rapidly, reaching 17 million downloads and 3 million establishments connected (off-us).

• TPV in 4Q20 reached R$ 5.9 billion, +202% vs. 4Q19.

• Ame has more than 70 functionalities, with the goal of further simplifying the customers' lives. In 4Q20,we delivered new features, such as: (i) insurance, including residential and health; (ii) Ame credit card in partnership with Bank of Brazil; (iii) integration with Getnet, and (iv) bill payments (boleto) with Ame.

• Ame was conceived Pix native and has been developing technologies to implement this new payment method in the physical and digital worlds. Thus, in December/20, Americanas.com was the pioneer in the use of Pix with eCommerce.

• We accelerated the expansion of off-us in establishments with high recurrence, such as gas stations, supermarkets, and pharmacies, creating partnerships with large chains and those establishments with close proximity to Americanas stores, expanding our capillarity and making the store a hub for acceptance and the use of cashback.

• We progressed with the BR Distribuidora partnership, which contributed to off-us TPV growth, frequency of use and new customers, generating additional sales for the Americanas Universe and reinforcing the awareness of the Ame brand throughout the country.

• In October/20, the Ame credit card issued by Bank of Brazil was launched. The product has unique benefits, can be exempt from annual fees and includes automatic approval. The credit card is digital-first and can be issued, within 9 minutes, through the Ame app and in Americanas stores.

• In December/20, Ame acquired BIT Capital (Fintech specialized in Core Banking solutions) and Parati (BaaS & RegTech), two important acquisitions that will contribute to the development of new business and monetization lines of the platform.

• Ame launched its first trainee program ("Traineenja"), with the goal of attracting new talent with UXskills, data, technology and innovation.

• Ame Flash, a crowdshipping platform that connects independent couriers (motorcycles, bicycles, and other modes), ended 4Q20 with presence in more than 700 cities and more than 25 thousand couriers connected (vs. 800 couriers in December/19).

• Brand Awareness

  • Americanas continues to be the brand most remembered by online consumers in the country. In a survey by Ilumeo in Dec/20, Americanas registered 94% brand awareness among eCommerce users throughout all of Brazil.

  • Americanas in BBB 21: In order to promote brand awareness in high recurrence categories, we are sponsoring BBB, for the second consecutive year, including Americanas Mercado, demonstrating the operations attributes, such as 100% online purchasing and same day delivery.

  • SEO: We were designated in the study "The most present domains in the top 10 Brazil", which was conducted by SEO specialist company, Convertion, as being awarded the first position for the Americanas brand and in the Top 5 with Submarino and Shoptime.

  MESSAGE FROM MANAGEMENT

In 2020, we started the integrated strategic plan of the Americanas Universe for the next 3 years (2020-2022), which aims to be more relevant in the daily lives of our customers, offering: Everything. Anytime. Anywhere. Throughout the year, we have faced a challenging scenario due to the COVID-19 pandemic, which has brought enormous learning and motivated us to be even more agile, seeking innovative solutions to better serve thecustomer.

As a result, we have evolved to offer a more convenient and integrated experience for the customer, entering new categories, and delivering faster. Throughout 2020, our customer base reached 21.4 MM, gaining 5.4 MM new active customers (5 years of growth in 1). Our total GMV reached R$ 27.7 Bn for the year, and we had cashgeneration of R$306 MM (+61% vs. 2019).

The year of 2020 was also marked by our entry into the grocery category, through the acquisition ofSupermercado Now, and through the rapid integration process with Americanas, the category has alreadybecome the largest in units sold. For 2021, we will continue to expand the grocery category with the integrationof new partner stores, such as Carrefour, and Grupo Big, among others.

Another highlight was the rapid growth of O2O, which is already present in more than 5,000 stores of Americanas and Marketplace Sellers, generating GMV of R$ 3.7 billion in 2020 (+95% vs. 2019). The integration with Americanas made it possible to deliver 6.9 MM (11% of the total) deliveries within 3 hours during 2020. In 2021,delivery within hours will be one of our priorities.

Additionally, another initiative to reduce delivery times was the expansion of our logistics network, with the opening of 5 new Fulfillment Centers (FCs), all of which are located new in states. With this, we ended the year with a total of 22 FCs located in 12 states, allowing for delivery within 24 hours to more than a thousand cities.

Reinforcing our commitment to offer the best shopping experience on the Brazilian internet, we brought a new sales model to the country with Live Commerce (Americanas ao Vivo), which combines Shopping and Entertainment, and included the participation of several digital influencers for live product demonstrations.

As a result of these initiatives, the customer continues to recognize our brands as the most beloved on the Brazilian internet. We have the highest NPS in the eCommerce sector (8.8-Source: Reclame Aqui), both in the 1P and 3P operations, and recently were recognized as the top marketplace, having received the RA 1000 sealfrom Reclame Aqui for the Americanas.com brand.

The year of 2020 was also marked by the rapid growth of Ame, our mobile business platform, which has already reached 17 MM downloads. Throughout the year, we established several strategic partnerships, accelerating the acceptance outside our platform, with a total of approximately 3 MM establishments. Ame continues to evolve in the strategy of building the financial platform and expanding the Americanas Universe to new business models. Accordingly, Ame made two important acquisitions: BIT Capital (Fintech specialized in Core Bankingsolutions) and Parati (Bank as a Service & RegTech).

In 2021, we started a new growth route, already showing a significant acceleration in January/21 (+83%) and February/21 (+90%), driven by the strong performance of the Marketplace, and we are extremely motivated to anticipate our 3 year strategic plan (2020-2022). In this new journey, we will develop and expand our reach beyond eCommerce, entering with scale and speed in new segments, generating growth, profitability, andpowerful network effects.

Accordingly, as disclosed in a Material Fact (02/19/21), the Boards of Directors of Americanas and B2W approved the study of a potential operational combination of businesses, with the objective of maximizing thecustomer experience and a new journey of value creation in the Americanas Universe.

We remain firm in our purpose of CONNECTING PEOPLE, BUSINESS, PRODUCTS AND SERVICES, andabove all, fulfilling our important social role in the country during this moment of uncertainty.

We take the opportunity to thank our team for their engagement and dedication. We also thank our suppliers,Marketplace Sellers, and, above all, our Customers.

Marcio Cruz, CEO - B2W Digital

STRATEGY AND INVESTMENT

ECONOMIC SCENARIO

The year 2020 was marked by the biggest health crisis in modern history, the COVID-19 pandemic, and basically the whole news story revolved around its consequences and the actions that were taken to combat it. Today, with the start of mass vaccinations, and with the legislature refocusing on the reform agenda, we are confident that we will have better times ahead. Even with the economic slowdown generated by the paralyzes imposed by the pandemic, in 2020, CAGED registered a creation of 142,690 formal jobs. With the reduction in economic activity and anchored inflation expectations, the Central Bank reduced the interest rate to its historic low, leading the SELIC to close the year at a level of 2%. Inflation measured by the IPCA ended the year at 4.52%, 0.31 p.p above that of 2019. E-commerce had an expressive growth, being driven by the new consumption habits brought about by the pandemic and, according to data from e-Bit / Nielsen, it presented a growth of 41% in relation to 2019. The market growth is driven by the constant expansion of the internet user base and the growth in thenumber of e-consumers.

Thus, B2W Digital reiterates its confidence and its positive perspectives for the future, both in relation to the development of the country as well as to the opportunity of growth of the Internet, boosting the penetration of e-commerce as a percentage of total retail commerce and other business opportunities.

STRATEGY

The core of the Company's strategy is the customer, and ensuring an excellent online shopping experience isthe focus of our efforts.

To ensure superior experience in the midst of an environment with structural and logistical challenges, it was necessary to invest heavily in the creation of a unique platform, which allows us to meet and exceed theexpectations of our clients.

Over the last few years, the Company has invested in technology, logistics, distribution, payments and services, creating the premier shopping experience. With the main structural investments made, B2W continues to invest in its Digital Platform, with the greater purpose of connecting people, businesses, products and services.

To ensure success in executing this strategy, the Company relies on its innovative culture and the best digitalteam in Latin America, including more than a thousand internet / technology engineers.

INVESTMENTS

As part of its strategy, the Company continues to invest in the digital platform built, with the objective of enabling the growth and improvement of its operations. In 2020, R$ 698.3 million were invested, mainly in technology and innovation, with a focus on the development of the Marketplace and the platforms for sale by mobile devices.

RESULTS OVERVIEW

KEY INDICATORS	4Q20	4Q19	Delta	2020	2019	Delta
9,184	6,647	+38.2%	27,721	18,778	+47.6%
Total GMV (R$ MM)
5,590	4,267	+31.0%	16,821	11,589	+45.1%
Marketplace (R$ MM)
60.9%	64.2%	-3.3 p.p.	60.7%	61.7%	-1.0 p.p.
Marketplace (% of Total GMV)
87.2	29.5	+57.7	87.2	29.5	+57.7
Assortment (Items/MM)
7.4	8.1	-0.8	40.4	24.9	+15.5
# Sellers (New/Thou)
87.3	46.8	+40.5	87.3	46.8	+40.5
# Sellers (Base/Thou)
83.0%	80.1%	+2.9 p.p.	82.0%	76.7%	+5.3 p.p.
Mobile (% of Traffic)
HIGHLIGHTS

Potential business combination: Americanas and B2W

Americanas and B2W announced the beginning of analyses for a potential operational combination of businesses, with the objective of maximizing the customer experience in a new journey of value creation in theAmericanas Universe.

Bond issuance of US$ 500 MM

B2W Digital successfully debuted on the international market with the issuance of bonds in the amount of US$500 MM and a 10 year term, in order to optimize the capital structure.

Active Customers: 21.4 MM

B2W Digital reached 21.4 MM active customers (at least one purchase in LTM) in 2020 (+5.4 MM vs. 2019).

Live Commerce (Americanas ao Vivo)

B2W Digital held 30 lives in 4Q20 with influencers and Marketplace Sellers. With over 35 hours of content, weattracted 495 thousand unique visits and 70 thousand orders.

Fast Delivery

In 4Q20, we completed 1.9 MM deliveries within 3 hours (11.5% of the total). Deliveries within 24h (Same Day)represented 40% of the total.

5 new Fulfillment Centers (FCs) in 2020

LET'Sopened 5 new FCs, reaching a total of 22 FCs in 12 States, and accelerated the automation plan with 7FCs equipped with sorters at the end of the year.

Expansion of Americanas Mais

The loyalty program that offers free shipping and fast delivery has been expanded throughout Brazil and become free for all customers of Americanas.com. Customers will also have access to other benefits in a gamified way,such as streaming and special offers, stimulating purchase frequency and loyalty.

New Marketplace platform

In January/21, the B2W Marketplace announced the launch of a new platform to increase the competitiveness of Sellers and improve service levels. The new policies for commission structures, order cancellation, and freeshipping already went into effect, with benefits for Sellers according to their service levels.

B2WADS: +219% in 4Q20

Revenue from B2WADS increased 219% in 4Q20 (vs. 4Q19) and showed an important improvement in profitability. B2WADS is a complete advertising platform focused on leveraging the scale of partners, includingSellers and Suppliers.

Ame: TPV of R$ 5.9 Bn in 4Q20

The TPV of Ame continued to grow rapidly, reaching R$ 5.9 Bn in 4Q20 (+202% vs. 4Q19).

Ame: Acquisitions of Bit Capital and Parati

In order to accelerate its development and maximize business fronts, Ame announced the acquisitions of BitCapital (Fintech specialized in Core Banking solutions) and Parati (BaaS & RegTech)

FINANCIAL HIGHLIGHTS

The financial information serving as the basis for the comments below refer to 4Q20, and are in compliance with international financial reporting standards (IFRS), the standards issued by the Securities and Exchange Commission of Brazil (CVM), as well as the listing regulations of the Novo Mercado and in Brazilian reais (R$).Definitions for adjusted financial metrics can be found in Annex III and Annex V.

• Total GMV: In 4Q20, total GMV of R$ 9,184.3 million, an increase of 38.2% compared to the R$ 6,647.5 million registered in 4Q19. For 2020, total GMV reached R$ 27,721.1 million, 47.6% higher than the R$ 18,777.5 million in 2019.

• Gross Revenue: In 4Q20, gross revenue totaled R$ 4,161.7 million, an increase of 48.3% compared with the R$ 2,806.7 million registered in 4Q19. For 2020, gross revenue of R$ 12,596.1 million represented an increase of 50.7% compared with the gross revenue of R$ 8,357.4 million in 2019.

• Net Revenue:In 4Q20, net revenue totaled R$ 3,330.5 million, an increase of 50.0% when compared to the R$ 2,220.1 million registered in 4Q19. For 2020, net revenue reached R$ 10,124.3 million vs.

  R$ 6,661.7 million in 2019, corresponding to an increase of 52.0%.

• Adjusted Gross Profit:In 4Q20, the adjusted gross profit totaled R$ 1,095.6 million, an increase of 50.4% vs. the R$ 728.4 million registered in 4Q19. The adjusted gross margin was 32.9% in 4Q20 vs. 32.8% in 4Q19. For 2020, the adjusted gross profit was R$ 3,220.2 million, representing an increase of 50.3% in relation to the R$ 2,142.9 million in 2019, with gross margin going from 32.2% in 2019 to 31.8% in 2020.

• Adjusted Selling, General and Administrative (SG&A) Expenses:In 4Q20, SG&A expenses totaled R$ 709.9 million, which represented 7.7% of GMV, an increase of 0.6 p.p. compared to the 7.1% in 4Q19 when the SG&A expenses totaled R$ 474.1 million. For 2020, expenses amounted to R$ 2,269.9 million, which corresponds to 8.2% of GMV, unchanged off of the R$ 1,542.9 million SG&A in 2019.

• Adjusted EBITDA:In 4Q20, Adjusted EBITDA reached R$ 385.7 million, an increase of 51.7% compared to the R$ 254.3 million registered in 4Q19. Adjusted EBITDA margin went from 11.5% in 4Q19 to 11.6% in 4Q20, an expansion of 0.1 p.p. For 2020, Adjusted EBITDA was R$ 950.2 million, representing an increase of 58.3% in relation to the R$ 600.1 million in 2019, with Adjusted EBITDA margin moving from 9.0% in 2019 to 9.4% in 2020, an increase of 0.4 p.p.

• Other operating income (expenses):In 4Q20, the other operating income (expenses) reached R$ 16.9 million, vs. the R$ 6.7 million registered in 4Q19. For 2020, the total of R$ 75.6 million compares to the R$ 46.6 million in 2019.

  The growth in other operating income (expenses) line is related to non-recurring expenses due to COVID-19, including employee testing, distribution of PPE, donations, among others.

• Net Financial Result:In 4Q20, the net financial result was R$ -108.1 million vs. R$ -137.9 million in 4Q19, an evolution of 21.6%. For 2020, the net financial result was R$ -430.3 million, while in 2019 it was R$ - 603.9 million, an evolution of 28.7%.

• Net Result:In 4Q20, the net result was R$ 15.6 million vs. R$ -22.3 million in 4Q19, an increase of 170.2%. The net margin showed an evolution of 1.5 p.p., from the -1.0% in 4Q19 to 0.5% in 4Q20. For 2020, the net result was R$ -203.8 million, representing an improvement of 48.0% in relation to the R$ -391.6 million in 2019, with net margin presenting an evolution of 3.9 p.p., from -5.9% in 2019 to -2.0% in 2020.

• Cash Management:

  • Cash Generation:In 4Q20, cash generation was R$ 718.3 MM, and on an accumulated basis for the year 2020, it was R$ 305.7 MM. The evolution of cash generation by the company is associated with the continued strength of the Marketplace and the constant efficiency gains of the 1P operation, with a focus on curating the assortment to maximize results.

    As a way of capturing all the effects, cash generation or consumption is measured by the variation in net debt in relation to the previous quarter, always disregarding any resources from capital increase operations.

  • Working Capital: -31 days in Dec/20. This result reflects the curation and review process of the 1P assortment, the optimization in the purchase and planning of merchandise, as well as the continuous growth of the 3P (Marketplace).

    It is important to remember that Marketplace (whose credit card transactions are approved on the B2W platform and make up the gross balance of receivables) does not demand Working Capital (B2W is an intermediary and receives a commission on realized sales).

  • Investments: B2W uses its cash generation by prioritizing investments that present optimal returns to shareholders. Accordingly, total investments including CAPEX totaled R$ 184.7 MM in 4Q20, representing 2.0% of Total GMV in the quarter. On an accumulated basis for the year 2020, CAPEX totaled R$ 698.3 MM, corresponding to 2.5% of GMV.

FINANCIAL STATEMENTS

EXCLUDING EFFECTS OF CONSOLIDATION OF B2W DIGITAL'S TRANSPORTATION SUBSIDIARIES

¹Reflecting adjustments as indicated in Annex III-About the Income Statement.

Effectsof the consolidation of B2W Digital's transportation subsidiariesDigital.

NON-EXCLUDING THECONSOLIDATION OF B2W DIGITAL'S TRANSPORTATION SUBSIDIARIES

¹Reflecting adjustments as indicated in Annex III-About the Income Statement.

INDEBTEDNESS

Including FIDC

EffectsExcluding FIDC

Effects

Consolidated Indebtedness - R$ MM	12/31/2020	12/31/2019	12/31/2020	12/31/2019
Short Term Debt	429.1	1,321.0	158.5	872.0
Short Term Debentures	1.9	0.2	1.9	0.2
Short Term Indebtedness	431.0	1,321.2	160.4	872.2
Long Term Debt	6,941.9	4,912.2	6,941.9	4,912.2
Long Term Debentures	389.1	200.0	389.1	200.0
Cash Flow Hedge Account¹	(148.0)	-	(148.0)	-
Long Term Indebtedness	7,183.0	5,112.2	7,183.0	5,112.2
Gross Debt (1)	7,614.0	6,433.4	7,343.4	5,984.4
Cash and Equivalents	11,126.3	6,708.1	11,126.3	6,708.1
Credit Card Accounts Receivables Net of Discounts	1,778.2	710.0	1,507.5	261.0
Total Cash (2)	12,904.5	7,418.1	12,633.8	6,969.1
Net Debt (Cash) (2) - (1)	5,290.5	984.7	5,290.5	984.7
Cash Generation (Consumption) ¹	718.4	479.3	718.4	479.3
Average Maturity of Debt (days)	2,002	1,166	2,066	1,236

¹ The Company opted to adopt the Cash Flow Hedge Account methodology in the 5th debenture issue (bonds issue). In accordancewith the accounting principles of thismethodology, the object of the hedge is marked to market in debt at amortized cost, with a corresponding entry in Shareholders' Equity. For better comparability betweenperiods, adjusted net debt should be considered excluding this effect.

1Cash generation or consumption is measured by the change in net debt compared to the previous quarter, disregarding any capital increase operations.

Accounts receivable are mainly composed of credit card receivables, net of the discounted value, which have immediate liquidity and can be considered as cash.

In December/18, the Board of Directors approved the structuring of the FIDC (Credit Card Receivables Advance Fund) with shareholders' equity of R$ 1.1 billion. The FIDC is a unique tool in the market, representing an important source of fundraising.

THE COMPOSITION OF ACCOUNTS RECEIVABLE FROM B2W IS SHOWN IN THE FOLLOWING TABLE:

ABOUT THE INCOME STATEMENT

EFFECTS ON THE CONSOLIDATIONOF B2W DIGITAL'S TRANSPORTATIONSUBSIDIARIES

BFF Logistics and Distribution, a subsidiary of B2W Digital, provides merchandise distribution services to the Company, generating an elimination effect in consolidated gross revenue and selling, general and administrative expenses (distribution expenses), according to the present accounting rules.

Consolidated gross profit is reduced in proportion to the positive effect observed on selling, general and administrative expenses, but no effect on Adjusted EBITDA and Adjusted EBITDA Margin.

ADJUSTED EBITDA

On October 4th, 2012, Brazilian Securities Exchange Commission (CVM) enacted Instruction 527/12, regarding the voluntary disclosure of non-accounting information such as EBITDA. The Instruction aims to standardize the disclosure, in order to improve the understanding of this information and make it comparable among publicly listed companies.

In order the maintain consistency and comparability between previous periods, we present the reconciliation of EBITDA.

In 4Q20, Adjusted EBITDA was R$ 385.7 million. Including other non-recurring operating income and expenses and the equity income result, EBITDA, as instructed CVM 527/12 would be R$ 325.6 million in 4Q20 (9.8% of NR).In 2020, Adjusted EBITDA was R$ 950.2 MM. According to instruction CVM 527/12, it would be R$ 778.4 MM in 2020 (7.7% of NR).

DEFINITIONS

• Adjusted EBITDA

  Operational earnings before interest, taxes, depreciation and amortization and excluding other operational revenues/expenses and equity accounting.

• Adjusted Gross Profit

  Gross profit excluding the effects of the consolidation of B2W Digital's transportation subsidiaries.

• Adjusted Selling, General, and Administrative (SG&A)

  SG&A excluding the effects of the consolidation of B2W Digital's transportation subsidiaries.

• Cash Generation (Consumption)

As a way of capturing all the effects, cash generation or consumption is measured by the variation of net debt in relation to the previous quarter, always disregarding any resources from capital increase operations.

• GMV (Gross Merchandise Volume)

  Sales of own merchandise, sales realized on the Marketplace, and other revenues (excluding commissions from Marketplace sales), after returns and including taxes.

• Marketplace Participation

  Marketplace sales as a percentage of total consolidated GMV.

• Market Share

  Total sales on B2W sites, including those made on the Marketplace, divided by total market sales (source: e-Bit).

• Net Debt (Cash)

  Calculated as the sum of short-term and long-term indebtedness, less the sum of cash & equivalents and credit card accounts receivables (net of the discounted balance).

• Working Capital

  Calculated as the sum of days of trade accounts receivable (using GMV as a basis) and inventory days, minus vendor days, considering GMV and CMV in the last 12 months.

CORPORATE GOVERNANCE

TRANSPARENCY AND COMMITMENT TO STAKEHOLDERS

B2W Digital was formed in 2006 under the rules established by the São Paulo Stock Exchange (B3) and the Novo Mercado, which includes a stock ownership structure exclusively comprised of common shares and the election of independent members of the Board of Directors.

Composition of Shareholders

B2W's shares are listed on the B3 S.A. and traded under ticker symbol BTOW3. On December 31, 2020, the Americanas control block consisted of 62.48% of the Company's shares.

Dividend Policy

The Company's Bylaws, in conformity with the principles of current legislation, establish the minimum value for dividends at 25% of the net profit for any given fiscal year, adjusted in accordance with legislation in effect. In 2020, B2W did not distribute dividends to its shareholders.

Shares

The Company's common shares are part of the Special Tag Along Stock Index (ITAG). This indicator consists of shares of companies that offer the same conditions to minority shareholders in the event of change of ownership control. The Company is also part of other important indices, such as Ibovespa, IBrX 50, Icon, IGC, IVBX-2, ISE, MSCI and FTSE Russell.

Adherence to the Arbitration Panel

B2W chose mediation as a means of resolving conflicts of interest between partners and managers and between them and the Company. If no agreement can be reached, B2W, its shareholders, and administrators are required to resolve, through arbitration, any and all disputes or controversies that may arise among them. These disputes may be related to or resulting from, especially, the application, validity, effectiveness, interpretation, violation and effects of the provisions contained in the Bylaws, the provisionsof Brazilian Law 6.404/1976, the rules issued by Brazil's National Monetary Council, the Central Bank of

Brazil and the Securities Exchange Commission of Brazil (CVM), and other rules applicable to market securities in general, as well as those in the Novo Mercado Listing Rules, the Novo Mercado ParticipationAgreement, the Arbitration Rules of the Market Arbitration Panel Rules and, especially, the Voting

Agreement and Assumption of Obligations ("Voting Terms") entered into on December 13, 2006 and filed at the Company's headquarters.

B2W is also linked to the Market Arbitration Panel. Any claim can be heard by this entity, established by B3 in accordance with the regulations of the aforementioned panel, and the parties may, in accordance with Chapter 12 of those regulations, agree on a different arbitration panel or center to resolve their disputes.

Independent Auditors

In compliance with CVM Instruction no. 381, the Company informs that its independent auditors PricewaterhouseCoopers provided external audit services during the entire period of 2020.

The Company's policy on contracting services, other than external auditing, from independent auditors ensures that there is no conflict of interest and that the contracted services do not compromise the independence of its auditors. Thus, the company seeks that its auditors provide an objective service and issue an impartial opinion on the Company's Financial Statements.

GOVERNANCE STRUCTURE

Board of Directors and Management

B2W's Board of Directors consists of seven members and adopts a series of initiatives that go beyond what the Novo Mercado requires, such as the participation of independent members on the Board of Directors in a number that is higher than the minimum required.

The evaluation of members is based on the financial and operational targets set the previous year. Each year, the Board meets quarterly or whenever necessary, convened by its Chairman.

The Executive Management Board is a collective body responsible for exercising the attributions conferred by the law, the Bylaws and the Board of Directors for the performance of the acts necessary to the regular operation of the Company.

Independent Members

Luiz Carlos Di Sessa Filippetti Mauro Muratorio Not

Paulo Antunes Veras

Representatives of the Parent Company and members of the Board of Directors

Anna Christina Ramos Saicali

Celso Alves Ferreira Louro Jorge Felipe Lemann

Miguel Gomes Pereira Sarmiento Gutierrez

B2W Digital Management

Marcio Cruz Meirelles-President/CEO Carlos Eduardo Rosalba Padilha-COO Carlos Henrique de Lucca Fortes Gatto-COO

Fábio da Silva Abrate-CFO and Investor Relations Officer Jean Pierre Lessa e Santos Ferreira-COO

José Timotheo Barros-COO

Marcelo da Silva Nunes-CFO

Thiago Mendes Barreira-Commercial Officer Anna Christina da Silva Sotero-Commercial Officer José Mauro Rocha de Barros-COO

THE ROLE OF THE COMMITTEES

Audit Committee

It is incumbent upon the Committee, among other functions, to review the management report and the Company's annual and quarterly financial statements, reporting quarterly to the Board of Directors.

Comprised of three members, for a term that will coincide with the term of office of the members of the Board of Directors, being allowed re-election. The members of the Audit Committee are appointed by the Board of Directors, exclusively among the Independent Directors.

Nominating Committee

The Nominating Committee is responsible for nominating candidates to the Board of Directors, whose names will be submitted to the Company's General Meeting for the election of the members of its Board of Directors.

Composed of four members of the Board of Directors, of which at least two must always be independent, for a period to coincide with the term of office of members of the Board of Directors, reelection being allowed.

Sustainability Committee-Americanas Universe

Formalized by the Board of Directors in 2010, the Sustainability Committee, known as Companhia Verde, is committed to setting corporate sustainability guidelines based on the environmental, social and governance (ESG) pillars. Currently, our fronts of action are geared towards contributing to the achievement of the UN 2030 Agenda, which proposes 17 Sustainable Development Goals (SDGs) to be incorporated into the strategies of countries and organizations. Composed of members of the Executive Board and executives from different areas, in addition to having the participation of a member of the Board of Directors throughout the meetings, the Committee brings a multidisciplinary vision for the Company.

In 2021, we were selected for the seventh consecutive year to compose the B3 Corporate Sustainability Index (ISE). We were also selected to compose B3's Carbon Efficient Index (ICO2) portfolio, in which we have participated annually since its inception in 2010, affirming our commitment to the transparency of our emissions. This is the recognition of a joint effort to build a company that is socially just, economically profitable and environmentally responsible.

POLICIES AND REGULATIONS

B2W has a set of Policies and Regulations designed with respect to company values and with the aim of further improving its corporate governance structure, providing an environment that aims to ensure compliance with the Company's strategic objectives and mitigate the risks of not realizing them, generating value to all its stakeholders.

Seeking to realize its vision, mission and values, in 2017, B2W revised and updated the Code of Ethics of the Company and also the Compliance Policy. The two documents are public and are available on the Companhia Verde site (www.companhiaverde.com.br). At the time of admission, all members receive a copy of the Code of Ethics and Conduct, signing a term of science and agreement. B2W values integrity, transparency, and solidarity, and since 2014, we have promoted the aspects of the Anti-Corruption Law (12.846/13) which addresses the responsibility of harmful conduct against national and foreign public administration. The Company's Code of Conduct, Product Donation Policy and Project Support and Risk Management Policy deal with issues that ensure compliance with the Law.

In compliance with CVM Instruction 586 of June 2017, the Company disclosed on October 31, 2018, for the first time, the Report on the Brazilian Code of Corporate Governance, which deals with the governance practices adopted by the Company in relation to 5 spheres: Shareholders, Board of Directors, Board of Executive Officers, Supervisory and Control Bodies and Ethics and Conflict of Interest in accordance with the principles and practices recommended in the aforementioned Report (ICVM 586) 8 Policies and 5 Regulations were formalized and / or revised, thus promoting greater transparency and reducing the asymmetry of information to its stakeholders. Among the Policies / Regulations formalized are the InternalRegulations of the Committees of the Board of Directors, the Remuneration Policy of Directors, the Risk Management Policy, the Internal Regulations of the Board of Directors and the Policy for the Appointment of Directors, among others. All documents are public and are available on B2W's Investor Relations website (ri.b2w.digital).

As a signatory to the United Nations (UN) Global Compact since 2013, we have been working to strengthen internal sustainability management processes, as well as throughout the supply chain. The Global Compact is an initiative that brings together thousands of companies around the world committed to the best corporate practices regarding respect for human rights, especially in relation to labor issues, as well as the environment and business ethics.

In 2020, the company published the "Sustainability Policy", with the objective of formalizing the commitmentto sustainable development, through the reduction of impacts on the environment and the balance between social responsibility and economic and financial development

To this end, we promote and value the sharing of protection principles and the development of human rights, featuring these terms in our commercial contracts, being committed to the eradication of all forms of forced labor and to combat any and all practices that do not respect the Human Dignity Principle throughout its value chain. All our contracts impose specific punitive clauses including fines and disqualification in the event of irregularities. The Company supports several initiatives by entities, both public and private, which are engaged in the identification of the potential risks and impacts of human rights violations that may be associated with its activities.

DIGITAL LABS: B2W INNOVATION AND TECHNOLOGY (BIT)

BIT - B2W Inovação e Tecnologia was developed with the objective of creating an inspiring and collaborative environment focused on the development of new technologies and innovative solutions. In 2013, BIT RJ was inaugurated, formed by B2W Digital's technology and digital services areas. In this place are responsible for the development of our sites, the Mobile platform and Data Analytics. The office has an open space concept, an area for informal meetings and an arena for various events. Our São Paulo office (BIT SP) was opened in 2014, to accommodate the teams responsible for the Marketplace platform and a portfolio that includes solutions such as BSeller, SkyHub, among others. In 2015, BIT Recife was opened, which is located in Porto Digital, one of the references in technology and innovation in Brazil. In the same year, we opened BIT Boston (US), strategically positioned between MIT and Harvard, universities worldwide known for excellence in research, innovation, technology and business.

Our BITs were inspired by the largest and best centers of innovation and entrepreneurship in the world and currently have more than 1,500 engineers. We are pioneers in the use of Microservices, Cloud Computing, Kotlin, Clojure, Datomic, Go and React Native. Considering B2W's scale, when we don't find the right tools on the market, we develop in-house tools, and make them available to the community as Open Source projects. This is the case with the Marvin MLOps platform, which is currently incubated at the Apache Foundation, Asgard and RestQL, which are available on B2W Digital's GitHub. The Company also supports the Open Data Community, having made B2W-Reviews01 available on B2W Digital's GitHuB, the largest product review dataset available in Portuguese. Also in the line of supporting communities, B2W provides technical articles produced by the company's professionals on the B2W Engineering blog.

In recent years, BIT has become a reference in disruptive initiatives, developing innovative projects with Harvard and MIT Universities, which resulted in articles published with the scientific community. The fronts developed were: Marketing Optimization (in partnership with the Stanford University Artificial Intelligence Laboratory, by professor Andrew Ng, founder of Google Brains and co-founder of Coursera), Last Mile (with professor Matthias Winkenbach, director of MIT Megacity Logistics Lab) and Artificial Intelligence (created by Marvin, an open source artificial intelligence platform currently incubated by the Apache Foundation).

To meet the specific demands of B2W Digital's business, we rely on Digital Labs, an area that facilitates relations between external partners and different groups of the company to solve business challenges through innovative projects. Currently, Digital Labs supports different projects in partnership with the Federal University of São Carlos (UFSCar), with MIT and with the startup BurnBright, working in the areas of Machine Learning, Scalable Software Architecture, Natural Language Processing and Information Management.

LATINAMERICA'SBEST AND BIGGEST DIGITAL TEAM

TALENTS SET TO GROW

B2W Digital increasingly invests in attracting, retaining and developing its talents, as well as strengthening its organizational culture and corporate identity. In a very challenging year, the Company transformed the recruitment and selection programs to the 100% online model, with a lot of gamification and interaction with the candidates. In view of the growing demand for qualified professionals to work in the digital market, B2W Digital intensified the development of competence, seeking to value and train its internal team to leverage the results even more. Given the premises of job creation and the promotion of local development in the regions where it operates, B2W Digital has a strategy of prioritizing the hiring of local labor.

PROFESSIONAL PROFILE

Our professional staff closed the year with 11,521 members (of whom, 740 are seasonal), of which 5,789 women (50.2%) and 5,732 men (49.8%). To promote equality between men and women, eliminating any possibility of discrimination, we bet on meritocracy as the only basis for career development. All associates fulfill the legal journey of their professional categories, joining the Company with experience contracts of a maximum of 90 days. After this period, depending on the evaluation, the professionals have their contracts extended indefinitely. We continue to adopt practices to act in favor of diversity and equal opportunities. All associates are selected solely and exclusively for their characteristics and professional profile, regardless of color, sex, political, religious or sexual orientations, circumstances included in the Company's Code of Ethics and practiced at all hierarchical levels.

RECRUITMENT AND TALENT SELECTION

B2W Digital has developed a bold plan with the intention of identifying the best talents of the market in the functions important to the business, with an entrepreneurial profile and who are aligned to the values and principles of the Company. Through the main doors to the Company-internship, trainee and new talents programs- we recruit young university students and recent graduates, who identify with the "B2W Way".

B2W Internship Program

In 2020, in our Internship Program, we hired 68 interns in Rio de Janeiro and São Paulo. In addition to participating in various technical, behavioral and immersion training at the Company, they will have the opportunity to learn in practice what they are studying in their courses, experiencing the dynamism of a digital company on a daily basis.

B2W Tech Internship Program

Launched in 2018, the former "Estágio Bit" program focuses on the selection of young talents interested inbecoming front-end (professionals who develop the interface between system and user) and back-end (professionals who work in programming and banking) data). Over a six-month period, trainees participate in theoretical and practical classes taught by B2W Digital associates, undergo mentoring, job rotation, creative thinking workshops, developing activities in different areas, and create a project with the help of an instructor ( associated). At the end of the program, they have the opportunity to become Jr. Developers at B2W Digital.

Master's Internship Program

Launched in 2019, the partnership project with the UFSCar Computing Department aims to encourage research and knowledge exchange between the academic and corporate environment. The project focuses on the evolution of the Apache Marvin platform and includes the participation of teachers and master students from the educational institution.

B2W Digital Trainee Program

We ended the selection process of the Trainee Program 2021 with the approval of 18 candidates in a 100% online, interactive and gamified process. The new trainees will travel through different areas of the

Company, following a job rotation model, and then they will be allocated to their areas, where they will develop specific projects.

B2W Digital Summer Job National Program

We ended the selection process of the Summer National 2020 Program with the approval of 22 candidates in a 100% online process and for the whole of Brazil. The company's new summers underwent onboarding and soft and hardskills training to work on relevant projects at B2W on several fronts of our business for a period of 4 to 8 weeks.

B2W Digital Summer Job International Program

In order to attract Brazilian students who are studying undergraduate or postgraduate courses at colleges abroad (United States and Europe), B2W has the Summer Job International program. In 2020, nine young talents immersed themselves in our business, for 6 to 9 weeks, in projects in the financial, commercial, marketing, O2O, logistics, digital and people nucleus and management. The objective is to promote solutions with a view to innovation, technology and promote the exchange of knowledge.

New Talents Program

With the purpose of training recent graduates to become future leaders of the Company in an accelerated way, the Company offers the New Talents Program. When they enter B2W, the New Talents are allocated directly in their areas to start their development on the job. They also participate in some training sessions,such as "General Corporate Vision", in which they swap experiences with managers of different areas, as

well as in technical visits to some distribution units.

Beginning Together Program-Apprenticeship for Minors

B2W Digital runs the "Começando Juntos" (Beginning Together) program that provides youths with their first experience in the job market, designed to help them to develop their skill sets. The program encompasses their professional and interpersonal training of these young people, who have been able to achieve permanent development through live classes and e-learning, in addition to other tools. The company is a proud to be able to contribute to the process for forming citizens and not just training the professional skills of these young people.

SOMAR Program-Inclusion of Disabled Persons

Being an increasingly inclusive Company is part of our values. To this end, B2W Digital expanded the dissemination of vacancies in institutional channels and in partnerships with municipal secretariats and specialized consultants for these opportunities. In addition, identifying talents and promoting the qualification of persons with disabilities in our business units has been a major challenge considering the accelerated growth of the sector.

Top of mind at Universities

In recent years, we have strengthened our talent attraction team and made a project to define our EVP - Employee Value Proposition. The project's objective is to reinforce B2W Digital's employing brand in universities in Brazil and abroad, demonstrating all the opportunities for innovation, knowledge, development and career that the Company can offer. As a result, we are repositioning our Company as a brand for students and professionals, and we have increased by more than 100% the number of events we participate in at Universities in relation to 2019.

Programming Marathon (Brazilian Computer Society)

In 2020, B2W Digital sponsored the XXV Programming Marathon of SBC - Sociedade Brasileira de Computação. In addition to contributing to the awards for the teams in the Southeast and Northeast, company associates contributed with lectures on Clean Coding and Location of Facilities.

UFABC Programming Challenge and USP Computing Week

We also participated in the 23rd edition of SEMCOMP, the Computing Week at USP São Carlos and the UFABC Programming Challenge. The events aim to complement the training of students in the Computer Science course and the like and prepare them for future programming competitions.

Brazil Conference

B2W Digital supported and participated in the sixth edition of the Brazil Conference at Harvard and MIT, held by the Brazilian community of Boston students to promote the meeting with leaders from different sectors and with the mission of finding innovative solutions for the future of our country. The 2020 edition took its online format due to the Covid-19 pandemic. We also support HackBrazil, an innovation and technology competition, which nominated five finalists who competed in the final until April 2020, at the Online Conference itself.

Meetups

In 2020, B2W Digital continued the rounds of meetups, holding more than 36 meetings in an online format. The meetings are moments for exchanging information and experiences on a specific topic, involving professionals from the technology communities and other topics with the B2W team. During this period, we had meetings on Machine Learning, Java, Node, Clean Code Cloud, UX, Big Data and Analytics, Power BI and Elastic Stack in partnership with Afropython, Perifacode, Data Bootcamp, Women in UX, Devs Java Girl and many other communities partners. Altogether there were more than 2,700 participants in our online meetings.

B2W Digital Integrated Projects

With the purpose of reinforcing B2W Digital as an employer brand in Brazil and abroad, we formed partnerships with Top of Mind Universities in order to work on innovation, technology and business fronts. Throughout 2020, we partnered with students from the Illinois MBA in Business Administration, MBA from Ibmec in Projects, Business and Marketing, Graduation from PUC-Rio, FGV-Rio and FIAP SP. During the three-month period, our teams and groups of students immerse themselves in the challenges proposed, our culture and values to generate insights and solutions applicable to real cases of the Company.

"Americanas Mercado" Hackathon (Puc-Rio)

In order to bring innovative solutions and challenge the students of the Integrated Engineering Week at PUC-Rio, we participated for the second year as supporters of the Hackeng 2020 edition. In this online edition lasting almost 6 hours, the 5 teams were invited to ensure that the challenge of our Americanas Mercado front to gain representation in the total sale of Americanas.com. The winning group won a gamified training, coupon from americana.com and the opportunity to win a place in our National Summer Job program.

Recruitment Trade Shows and Academic Weeks

In order to attract and recruit the best talent in the market, B2W Digital participated in the main recruitment fairs and academic weeks at universities across the country. In addition to the virtual space to meet the candidates, the company also carried out various activities such as lectures, lives, participation in disciplines, workshops at COPPEAD-UFRJ, UFRJ, IBMEC-RJ, ESPM, CEFET-RJ, UFF, UFRRJ, PUC-RJ, FGV, INSPER, PUC Campinas, USP, Unicamp and UFSCar. With partnerships in recruitment fairs of Fundação Estudar, BRASA, Data Academy, Hacking.Rio Talks, Brasil Júnior, Rio Júnior, Egalitê (with a focus on the PCD public) and AfroPresença promoted by the public labor ministry.

TALENT DEVELOPMENT

B2W Digital's value is: "Having the best people" and that is why we have several ways to develop ourtalents, such as internal and external training, knowledge sharing initiatives and training among associates. In addition to the training, we offer programs / actions for the development of areas with a focus on identifying the profiles of associates in the area, developing them according to the needs of technical and behavioral skills in the area to boost their results and possible restructuring and reallocation of talents in the area, optimizing the use of their strongholds. In 2020, the training actions added up to 65 thousand more hours of development of our talents.

"Great Place to Work 2020" certification

As a result of B2W Digital's commitment to the development of the Company's talents, we received certification in Jan / 20. This is an important recognition of the effort to keep evolving and engaging the team to achieve increasingly challenging goals, always focusing on the customer.

B2W Fellow (scholarships)

The program's principle is to encourage quality academic training at leading institutions, a way to boost the career of members. The member benefits from the payment of 80% of the registration fee and monthly fee in the course in which he / she will participate.

For the offer of the scholarship, we follow some assumptions: having, at least, two years of service; and the course theme must match the member's area or scope of action.

Corporate University Launch (B2W Move)

A major milestone in 2020 was the launch of our Corporate University, B2W Move. Its purpose is to drive the Company's digital transformation from an ecosystem that combines knowledge, learning and development, strengthening the organizational culture with innovation, data analysis, digital mindset, continuous learning and diversity.

Based on the principle that the individual is the protagonist of its development process, we offer a series of opportunities based on the main learning methodologies, such as training (e-learning, online meetings - before the pandemic were also offered in face-to-face format), workshops, content availability, among others.

Learning actions (training) were facilitated by the adoption of a training management platform (LMS). Upon joining the Company, the member has immediate access to the platform and can begin its development.

Data Academy

Data and "people" are at the center of our growth algorithm.As part of the process of acculturation in data, we brought the training of associates as the main guideline of this trajectory, structuring and implementing the B2W Digital Data Academy. The Academy offers two classes at different levels of maturity in the use of data and promotes a complete training that includes both statistical concepts, tools, coding and data storytelling.

B2W Replica

In 2020, we launched the Replica B2W program with the objective of valuing and promoting the dissemination of knowledge and experiences among our associates and, at the same time, stimulating the development of the skills of our Replicators, which were developed in Train the Trainer (training for facilitators ) and in public speaking, being prepared to conduct training with members.

Method Training - Lean Six Sigma and Agile Methodologies

In search of continuous improvement, Lean Six Sigma training is offered at its different levels - White belt, Yellow belt, Green belt, Black belt and Master Black belt - associated with projects that participants develop in their respective areas.

Leadership Development Program

The program aims to accelerate the development of our leaders, fostering reflection and knowledge exchange among managers, in addition to working on the main leadership themes and presenting tools to support people, projects and strategic management. In 2020, the program was adapted to the remote format and around 450 managers, including managers and coordinators, were trained.

Entry programs

For each of the entry programs - Trainee, Tech Internship, Regular Internship, Summer Job - a complete program of training, development and monitoring of participants is offered, throughout the duration of the program. The actions combine technical and behavioral training, mentoring, project development, follow-up conversations with the People & Management team, among others.

Talent Radar

Radar seeks to guarantee the adherence of development actions to the needs identified for each associate and to direct the company in the mapping of our talents and potential successors. Since the beginning ofthe program, more than 500 managers have been mapped according to their level of competence and readiness to take on new challenges. Applied, for the first time to the technology team, more than 600 associates were mapped, also in 2020.

B-Talks

In 2020, B-Talks, events in panel format where associates are interviewed and present Company projects, which are generally interdisciplinary, explored the major projects to accelerate our growth most relevant of the year - Supermercado Now, online to offline initiatives, international businesses (cross border and own brands) and Americanas Mais.

360º rotation

The 360 ° Giro is a space for sharing practices and initiatives in the areas that aims to increase the knowledge of associates in relation to the Company and business vision. It takes place weekly and is broadcast live to the entire internal audience.

Hackathon

They are programming marathons with interdisciplinary groups that idealize and carry out a project at a specific time. In 2020, we held a huge Hackathon competition during the B2W Summit (the Summit Hack), attended by more than 300 people and brought together Americanas, Ame Digital and Supermercado Now with a focus on sustainable and innovative results to build a vision of the future of the market.

BIT Tech Week

Week aimed at the dissemination of knowledge on technology and innovations. More than 900 participants from across the company had access to workshops, lectures and talks given by our own associates for anyone interested in learning more about the technology. All events were broadcast live.

CAREER EVOLUTION

Due to the Company's accelerated growth, B2W Digital recorded more than 1,700 promotions in the career of its associates at all levels. Considering the promotions, there were 26% of moves to management positions. As criteria for hiring and promoting professionals, the Company invests in people's development potential, regardless of any criteria of ethnicity, age, length of service or entrance door.

SUSTAINABILITY AND SOCIAL ENGAGEMENT

Sustainability

We link our purpose of connecting people, businesses and services to the promotion of sustainability, generating a positive impact that contributes to the balance between the Environmental, Economic and

Social pillars. In 2020, we reaffirm our commitment to the Global Compact and, as signatories, we commit to achieving the UN 2030 Agenda, which proposes 17 Sustainable Development Goals (SDGs) to be incorporated into the strategies of countries and organizations. Through a materiality study for our ESG strategy (Environmental, Social and Governance), we mapped the main SDGs that guide our actions.

For the 7th consecutive year, we were selected to compose the ISE (Corporate Sustainability Index) portfolio of B3 (Official Stock Exchange of Brazil), which assesses companies' commitments to sustainable development and recognizes those that promote best practices. In addition, we were again selected to compose B3's ICO2 (Carbon Efficient Index) portfolio, reaffirming our transparency with emissions management and commitment to the topic of climate change.

Combating COVID-19

We seek to work with communities through social projects and support for external initiatives in line with the UN 2030 Agenda. Faced with the Covid 19 pandemic, we created the Crisis Committee to promote quick actions and prioritize the necessary measures to preserve the health of associates, customers and society.

In 2020, we signed a partnership with governments, institutions and the voluntary participation network

"Together we are more supportive", with the objective of meeting the specific needs of each region. Wemade more than R $ 74 million in donations, assisting in the health and logistics of several states in the country. We invested, with partners, R $ 45 million for the construction of the Lagoa-Barra field hospital, in Rio de Janeiro (RJ), to serve patients with Covid-19. We contributed R$ 5.7 million in transporting PPE to the Federal Government on two flights from China. We donated 1 million units of water bottles under our own brand Leven to partner NGOs such as Unicef, Citizenship Action and World Vision. Together with a coalition of companies and institutions, we donated R $ 1 million to adapt the vaccine factory to produce a vaccine against Covid-19. The factory is being set up at Bio-Manguinhos, in Rio de Janeiro, and will later be donated to the Oswaldo Cruz Foundation (Fiocruz), linked to the Ministry of Health.

In 2021, we continue to be actively involved in the fight against Covid-19. We donated R $ 5 million for the construction of the vaccine factory of the Butantan Institute, which will operate with a production capacity of up to 100 million doses per year, producing not only the doses of the vaccine against Covid-19, but also produce other immunizers manufactured by the Butantan Institute. The works started in November 2020 and are expected to be delivered in the second half of 2021.

To help fight the lack of oxygen in Manaus, we support the logistics of helping the City, involving in partnership with the Sustainable Amazon Foundation (FAS), the Global Compact Brazil Network, Unicef and artists, with the goal of serving the population Manaus, indigenous and riverside communities. We donated and transported 36 thousand units of triple TNT masks, air and land transport of 190 oxygen concentrators, 1 mini plant, 590 oxygen cylinders, PPE, masks and BPAPS.

Together with a coalition of companies, we donated 6 oxygen plants to Manaus through the Juntos pelo Amazonas initiative, which seeks to raise funds to fight the pandemic. To support the Xingu region to fight the pandemic, we donated R $ 100,000 in inputs and logistics to the Association of Residents of the Iriri River Reserve (AMORERI).

Social and Environmental Management

Since June 2019, in partnership with the Amazonas Sustainable Foundation (FAS), Jirau da Amazônia has been leveraging local entrepreneurship, generating income for populations living on handicraft activities in communities located in Conservation Units (UC) in Amazonas. In 2020, Jirau participated in Americanas ao Vivo, promoting handmade products made in the forest throughout Brazil with exclusive discounts, boosting sales, which has 100% of the income reverted to the development of the project. Today, Jirau has 20 craft groups in 25 communities and 267 artisans and families benefited by the project.

In partnership with the NGO HumaniTI and support from BNDES, through the Connected Education Innovation Program, launched by MEC, we continued the investments, which started in 2014, to include technology and generate opportunities and autonomy for the 37,700 students and 1,700 professionals from education of the 56 municipal schools in Osasco (SP).

Since 2010, we have published our greenhouse gas (GHG) emissions in the Brazilian GHG Protocol Program and since 2016, our emissions inventory has gone through the audit process, guaranteeing the Gold Seal in the program. For the 10th consecutive year, we answered the CDP questionnaire, reinforcing our commitment to transparency in the management of emissions. In line with SDG 13, Action Against Global Climate Change, we will continue to offset our direct and electric energy emissions, maintaining our Carbon Neutral operation. By investing more and more in sustainable practices, we offset all historical CO2 emissions related to deliveries made by the crowdshipping platform Ame Flash, responsible for the delivery in which customers buy products online from physical stores and receive the order within 3 hours, making it carbon neutral.

Inclusion and Diversity

Reinforcing our commitment to the "Business Coalition for Racial and Gender Equity", we participated inthe Afropresence event, focused on empowerment and inclusion, which promoted various activities to train black youth for the job market. To give progress to the UN Women's Principles of Women's Empowerment, we promoted a live stream on Women's Empowerment Day in partnership with B2W Marketplace, where invited sellers shared their experiences and tips for those who want to invest in theirown business. In addition to these pacts, we are also part of the "Business Charter for Human Rights and the Promotion of Decent Work" of the Business Pact for Integrity and Anti-Corruption, which aims to promote a more honest and ethical market, both from the Ethos Institute. Seeking to promote more and more diversity in the company, we also removed the obligation of English in the selection process for trainees, making one of the main doors of entry more inclusive.

Notes to the financial statements On December 31, 2020

(In thousands of Reais, unless otherwise stated)

1.

Operational context

B2W -Companhia Digital ("B2W" or "Company"), with head offices at Rua Sacadura Cabral, 102, in the City and Stateof Rio de Janeiro, incorporated through the merger of Americanas.com S.A. - eCommerce (Americanas.com) and Submarino S.A., with shares traded on the Novo Mercado B3 S.A. - Brasil, Bolsa, Balcão under the ticker BTOW3. B2W is controlled by Lojas Americanas SA ("LASA" or "Parent Company"), a publicly traded company with shares traded on B3 S.A. - Brasil, Bolsa, Balcão under the ticker LAME3 - ON and LAME4 - PN.

The Company and its subsidiaries (collectively, "the Group") operate on the following fronts: e-commerce, through its brands, Americanas.com, Submarino, Shoptime, Sou Barato, and Supermercado Now; credit card administration and promotion; technology platform; logistics platform, distribution and customer service platform,Marketplace, and digital payment account through Ame.

Corona Vírus Pandemic-COVID-19

B2W sent a notice to the market on April 6, 2020 and its parent company, Lojas Americanas, sent a notice to the market on April 6 and 14, 2020, informing that they created the"Crisis Committee-Americanas Universe"to:

• (i) Monitor the daily evolution and imact of the COVID-19 pandemic;

• (ii) Prioritize actions that preserve the health of our associates and customers;

• (iii) Addressing the necessary responses to the crisis;

• (iv) Ensuring that the Americanas Universe continues to fulfill its social role, providing products and services necessary to the population through physical and digital platforms and adjusting our assortment to better face the current challenges;

• (v) Establish collaborative initiatives in order to offer relevant contributions to society in this difficult time that we are experiencing; and

• (vi) Ensuring consistent and fluid communication with key stakeholders, as well as establishing social impact partnerships with public and private entities.

The Americanas Universe consists of a physical platform (Americanas) and a digital platform (B2W Digital) that complement each other and allow to meet the needs of customers in different ways.

The Brazilian government has been taking actions to contain the spread of the virus since the second half of March 2020. The recommended social distancing, the compulsory closing of stores, and the consequent reduction in consumption in physical stores, took place more broadly from April 2020, and contributed to lift sales of B2W and the number of users of the O2O services (online to offline).

Throughout the year of 2020, B2W was 100% available to serve the population across the country and performed very well. To increase the supply of items and support local commerce, new sellers were connected to the B2W marketplace, further increasing the number of items offered.

Even considering the scenario of uncertainties regarding the eradication of the pandemic outbreak for the normal resumption of activities and its negative impact on the country's economy, management assessed the effects subsequent to the December 31 financial statements, including in its projections of results and cash generation, applying its best estimate, and concluded that there is no need to record provisions for losses on non-financial assets, and there are no material adverse effects on its operations that put its operational continuity in doubt. The Companies will continue to monitor the situation of the pandemic in order to keep their projections of generation of results up to date and corresponding analysis of any effects on their financial statements.

2.

Main accounting policies

The main accounting policies applied in the preparation of these financial statements are defined below. These policies were consistently applied in the years presented, unless otherwise stated.

2.1

Basis of preparation

The preparation of the financial statements requires the use of certain critical accounting estimates and also the exercise of judgment by the Company's management in the process of applying the Group's accounting policies. Those areas that require a higher level of judgment and have greater complexity, as well as those areas in which assumptions and estimates are significant for the consolidated financial statements, are disclosed in note 3.

The financial statements were prepared based on historical cost, with the exception of financial assets and liabilities at fair value through profit or loss and derivative financial instruments, which are measured at fair value and financial liabilities which are measured at amortized cost.

The issuance of these financial statements was authorized by the board of directors on March 1, 2021.

(a)Declaration of conformity

The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), considering pronouncements, guidelines and interpretations issued by the Comitê de Pronunciamentos Contábeis("CPC"), approved by the CVM, the provisionscontained in the Brazilian Corporation Law ("Lei das Sociedades por Ações"),and evidence all relevant information specific to the accounting statements, and only that, which are consistent with those used by administration in its management.

(b)Statement of Added Value (DVA)

The presentation of the Statement of Added Value (DVA), individual and consolidated, is required by Brazilian corporate law and the accounting practices adopted in Brazil applicable to publicly-held companies. IFRS does not require the presentation of this statement. As a consequence, under IFRS, this statement is presented as supplementary information, without prejudice to the set of financial statements.

2.1.1 Changes in the main accounting policies

The following changes to standards were first adopted for the year beginning January 1, 2020:

• • Material definitions: amendments to IAS 1/CPC 26 "Presentation of Financial Statements" and IAS 8/CPC 23

"AccountingPolicies, Change in Estimates, and Error Correction"

• • Business definitition:amendmentsto IFRS 3/CPC 15 "Business Combination"

• • IBOR Reform: amendments to IFRS 9/CPC 48, IAS 39/CPC 38, and IFRS 7/CPC 40-"Financial Instruments"

• • Revised Conceptual Framework for Financial Reporting

• • Covid-19 Related Benefits Granted to Leaseholder in Lease Contracts: amendments to IFRS 16/CPC 06(R2)

"Leases". The changes mentioned above had no material impact on the Group, except for the changes to IFRS16/CPC 06 (R2), the impact of which is adressed in Note 17.

Changes to new standards that are not yet in force:

The following amendments to standards were issued by the IASB but are not in force for the year 2020. The early adoption of standards, although encouraged by the IASB, is not permitted in Brazil by the Accounting Pronouncement Committee (CPC).

• • Amendments to IFRS 9, IAS 39 and IFRS 7 "Financial Instruments": the changes foreseen in Phase 2 of the IBOR reform address issues that may affect the accounting statements during the reform of a reference interest rate, including the effects of changes in contractual cash flows or hedge relationships resulting from the replacement of a rate by an alternative reference rate (replacement questions). The effective date of application of this amendment in January 1, 2021.

• • Amendments to IAS 16 "Fixed assets": In May 2020, the IASB issued an amendment that prohibits an entity fromdeducting from the cost of property, plant and equipment the amounts received from the sale of items produced while the asset is being prepared for its intended use. Such revenues and related costs must be recognized in the income for the year. The effective date of application of this amendment is January 1, 2022.

• • Amendments to IAS 37 "Provision, contingent liabilities and contingent assets": in May 2020, the IASB issued thisamendment to clarify that, for the purpose of assessing whether a contract is onerous, the cost of complying with the contract includes the incremental costs of complying with that contract and an allocation of other costs that directly relate to its compliance. The effective date of application of this amendment is January 1, 2022.

• • Amendment to IFRS 3 "Business Combinations": issued in May 2020, with the aim of replacing the references fromthe old version of the conceptual framework to the latest. The amendment to IFRS 3 is effective from January 1, 2022.

• • Annual improvements -2018-2020 cycle: in May 2020, the IASB issued the following changes as part of the annual improvement process, applicable from January 1, 2022:

(i) IFRS 9 - "Financial Instruments" - clarifies which rates should be included in the 10% test for the write-off of financial liabilities.

(ii) IFRS 16 - "Leases" - modification of example 13 in order to exclude the example of lessor payments related to improvements in the leased property.

There are no other IFRS standards or IFRIC interpretations that have not yet come into force that could have a significant impact on the Group's accounting statements.

2.2

Consolidation

The following accounting policies are applied in the preparation of the consolidated financial statements:

(a)Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The subsidiaries are fully consolidated from the date on which control is transferred to the Group. Consolidation is interrupted as from the date when the Group ceases to have control.

The identifiable assets acquired and the contingent liabilities assumed for the acquisition of subsidiaries in a business combination are initially measured at fair values on the acquisition date. The Group recognizes the non-controlling interest in the acquiree, both at fair value and at the proportional portion of the non-controlling interest in the fair value of the acquiree's net assets. The measurement of non-controlling interest is determined on each acquisition made. Acquisition-related costs are recorded in the income statement for the year as incurred.

Transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. The accounting policies of subsidiaries are changed, when necessary, to ensure consistency with the policies adopted by the Group.

In the parent company's financial statements, the financial information of subsidiaries is recognized using the equity method (note 14).

(b)Loss of control in subsidiaries

When the Group ceases to have control, any interest held in the entity is measured at fair value, with the change in book value recognized in the income statement. The amounts previously recognized in other comprehensive income are reclassified to income.

2.3 Presentation of information by segments

The activities of the Group are concentrated in the marketing of products and delivery of services by various means of non-presence marketing, especially the Internet. Despite the diversity of products sold and services provided by the Group (e-commerce, consumer finance service platforms; technology platform; logistics, distribution and customer services platform; Marketplace; and the digital payment account), such activities are not controlled and managed by the Management as independent operational segments, as their accompanying results are monitored, tracked, and evaluated in an integrated manner. Thus, Management understands that the Company is organized, basically, as a single business unit. The Group also operates in the area of financial products through the subsidiary Submarino Finance Promotora de Crédito Ltda. and Digital Finance Promotora de Crédito Ltda, which, by not achieving the minimum quantitative and qualitative parameters, is not being presented as a separate operating segment.

2.4

Foreign currency conversion

(a)

Functional currency and presentation currency

The financial statements are presented in Reais, which is the Group's functional currency. All balances have been rounded to the nearest thousand, except where otherwise indicated.

(b)Transactions and balances

Foreign currency transactions, that is, all transactions that are not carried out in the functional currency, are translated using the exchange rate on the dates of each transaction. Monetary assets and liabilities in foreign currency are translated into the functional currency at the exchange rate on the closing date. Gains and losses on changes in exchange rates on monetary assets and liabilities are recognized in the income statement. Non-monetary assets and liabilities acquired or contracted in foreign currency, when applicable, are converted based on the exchange rates on the transaction dates or on the fair value valuation dates when it is used.

The difference in foreign currency generated when converting the accounting statements of the subsidiary whose functional currency is not the real ("R$") to the actual presentation currency ("R$") is recognized in othercomprehensive income and accumulated in equity valuation adjustments.

2.5

Cash, cash equivalents, and marketable securities

Cash and cash equivalents include cash, bank deposits and other highly liquid short-term bonds and securities, with the intention and possibility of being redeemed in the short term, and with an insignificant risk of change in value.

2.6 Financial assets and liabilities

2.6.1 Classification

The Group classifies, on initial recognition, its financial assets and liabilities as measured: (i) amortized cost; (ii) fair value through other comprehensive income (VJORA); (iii) fair value through profit or loss (VJR). The classification of financial assets according to CPC 48 / IFRS 9 is generally based on the business model in which a financial asset is managed and on its contractual cash flow characteristics.

2.6.2 Recognition and measurement

The Group conducts an assessment of the objective of the business model in which a financial asset is held in the portfolio because it better reflects the way in which the business is managed and the information is provided to Management.

Financial assets are initially recognized at fair value, plus transaction costs for all financial assets not classified at fair value through profit or loss. Financial assets at VJR are initially recognized at fair value, and transaction costs are charged to the income statement. Financial assets are written off when the rights to receive cash flows have expired or have been transferred; in the latter case, provided that the Group has significantly transferred all risks and benefits of ownership. If financial assets are valued at VJORA, they will be measured at fair value and changes in fair value, except for impairment losses, interest and exchange differences on debt instruments, will be recognized in VJORA and accumulated in the fair value reserve. Financial assets measured at VJR are subsequently recorded at fair value. Loans and receivables are recorded at amortized cost, using the effective interest rate method.

Gains or losses arising from changes in the fair value of financial assets measured at VJR are presented in the income statement under "Financial income or expenses" in the year in which they occur.

Exchange variations on monetary securities are recognized in the income statement. Changes in the fair value of monetary, classified as VJORA, are recognized in equity.

When securities classified as VJORA are sold or suffer impairment, the accumulated adjustments to fair value, recognized in equity, are included in the income statement as "Financial income or expenses".

The fair values of publicly quoted investments are based on current purchase prices. If the market for a financial asset (and for securities not listed on a stock exchange) is not active, the Group establishes fair value through valuation techniques. These techniques include the use of recent operations contracted with third parties, reference to other instruments that are substantially similar, analysis of discounted cash flows and option pricing models that make the greatest possible use of information generated by the market and rely as little as possible on information generated by the entity's management.

For purposes of assessing whether the contractual cash flows are only payments of principal and interest, the'principal'is defined as the fair value of the financial asset upon initial recognition. 'Interest' is defined as a consideration for the time value of money and for the credit risk associated with the principal outstanding over a given period of time and for the other basic risks and costs of borrowing (for example, liquidity risk and costs administrative costs), as well as a profit margin.

The Group considers the contractual terms of the instrument to assess whether the contractual cash flows are only payments of principal and interest. This includes assessing whether the financial asset contains a contractual term that could change the timing or value of contractual cash flows so that it would not meet this condition.

2.6.3 Compensation for financial instruments

Financial assets and liabilities are offset and the net amount is shown in the balance sheet when there is a legal right to offset the recognized amounts and there is an intention to settle them on a net basis, or to realize the asset and settle the liability simultaneously. The legal right must not be contingent on future events and must be applicable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

2.6.4

Impairmentof financial assets

The Group opted to measure provisions for losses on accounts receivable and other receivables and contractual assets at an amount equal to the expected credit loss for life.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Group considers reasonable and bearable information that is relevant and available without undue cost or effort. This includes quantitative and qualitative information and analysis, based on the Group's historical experience, credit assessment and considering information "forward looking".

The Group considers a financial asset to be in default when:

(i)unlikely that the creditor will fully pay its credit obligations, without resorting to actions such as collateral (if any); or

• (ii)the financial asset has been past due for more than 180 days; or

• (iii)probability that the debtor will go bankrupt, or undergo another type of financial reorganization.

The expected credit losses are estimates weighted by the probability of credit losses. Credit losses are measured at present value based on the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive.

At each balance sheet date, the Group assesses whether the financial assets are in trouble with recovery. A financialasset has "recovery problems" when one or more events occur that have a detrimental impact on the estimatedfuture cash flows of the financial asset.

2.6.5 Derecognition

The Group derecognizes a financial asset when the contractual rights to the asset's cash flows expire, or when the Group transfers the contractual rights of receipt to the contractual cash flows on a financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor substantially maintains all the risks and benefits of the ownership of the financial asset and also does not retain control over the financial asset.

The Group derecognizes a financial liability when its contractual obligation is withdrawn, canceled or expires. The Group also derecognizes a financial liability when the terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

2.7

Derivitive financial instruments

Initially, derivatives are recognized at fair value on the date that a derivative contract is entered into and are subsequently remeasured at fair value. The method for recognizing the resulting gain or loss depends on whether the derivative is designated or not as ahedgeinstrument in cases ofhedgeadoption (hedge accounting). This being the case, the method depends on the nature of the item/object beinghedged.The Group adoptshedge accountingand designates certain derivatives ashedginga specific risk associated with a recognized asset or liability or a highly probable anticipated transaction (cash flowhedge).

The fair values of the various derivative instruments used for hedging purposes are disclosed in note 4.3. The changes in hedge values classified in the account "Other Comprehensive Results" in shareholders' equity are shown in note 4.4.

(a)

Cash flow Hedge

The effective portion of changes in the fair value of derivatives designated and qualified as cash flow hedge is recognized in equity, such as Other Comprehensive Results. The gain or loss related to the ineffective portion is immediately recognized in the income statement as "Other gains (losses), net".

The amounts accumulated in equity are reclassified in the periods in which the protected item affect the result, as follows:

When the hedged item ends up resulting in the recognition of a non-financial asset (inventory, for example), deferredhedgegains and losses and the deferred time value of deferred forward points, if any, are included in the initial cost of the asset. Deferred amounts are finally recognized in profit or loss when the hedged item affects gains or losses (for example, through cost of sales).

Gains or losses related to the effective portion of interest rateswapsthat hedge loans at variable rates are recognized in the income statement as financial expenses at the same time as interest expenses on hedged loans.

When ahedgeinstrument expires, it is sold or extinguished ; or when ahedgeno longer meets thehedgeaccounting criteria, any accumulated deferred gain or loss and the deferredhedgecosts existing in equity, at that time, remain in equity until the anticipated transaction occurs, resulting in the recognition of a non-performing asset. financial, like a stock. When a forecast operation is no longer expected to occur, the cumulative gain or loss and deferredhedgecosts that had been presented in equity are immediately reclassified to the result.

(b)Hedge effectiveness

Hedgeineffectiveness is determined at the appearance of thehedgerelationship and through periodic prospective assessments of effectiveness to ensure that there is an economic relationship between thehedgeditem and thehedge instrument.

The Group contracts interest rateswapswith critical terms that are similar to the hedged item, such as the reference rate, reset dates, payment dates, maturities and the reference value. The Group does nothedge100% of the loans and, therefore, the hedged item is identified as a proportion of the loans outstanding up to the reference value of theswaps. As all essential terms were matched during the year, the economic relationship was 100% effective (note 4.4).

The ineffectiveness ofhedginginterest rateswapsis assessed using the same principles adopted for hedges of purchases in foreign currency. It can occur due to:

• •the adjusting of the credit/debit amount in interest rateswapsthat is not matched by the loan; and

• •diferences in the essential terms between interest rateswapsand loans.

(c)Derivatives measured at fair value through profit or loss

Certain derivative instruments do not qualify forhedgeaccounting. Changes in the fair value of any of these derivative instruments are immediately recognized in the income statement under "Other gains (losses), net".

2.8

Accounts receivable from customers

Accounts receivable from credit card companies are presented net of the adjustment to present value, calculated on the share of sales and the provision for estimated credit loss. Also recorded under this item are sales made through corporate transactions, which are highlighted as "Other accounts receivable" (note 9).

Accounts receivable from customers, unless it is an accounts receivable from customers without a significant financing component, are initially recognized at fair value. Accounts receivable from customers without a significant financing component are initially measured at the transaction price less the estimated credit loss provision ("Impairment").

2.9

Inventory

Inventories are stated at average acquisition cost or net realizable value, whichever is less. The average acquisition cost is shown net of the adjustment to present value of suppliers (term purchases) and bonuses agreed with suppliers, when applicable. The net realizable value is the estimated selling price in the normal course of business and the estimated costs necessary to make the sale.

Inventories are reduced by the provision for losses, which is periodically analyzed and evaluated for their adequacy.

2.10

Intangible assets

(a)

Goodwill

The goodwill results from the acquisition of subsidiaries and represents the excess:

• (i)the consideration transferred;

• (ii)the value of the non-controlling interest in the acquiree; and

• (iii)the fair value on the acquisition date of any previous equity interest in the acquired company in relation to the fair value of the identifiable net assets acquired.

If the total consideration transferred, the non-controlling interest recognized and the previously held interest measured at fair value is less than the fair value of the acquired subsidiary's net assets, in the case of a favorable purchase, the difference is recognized directly in the statement the result. In the consolidated financial statements, goodwill from acquisition and subsidiaries is recorded as "intangible asset".

(b)Trademarks and licenses

Trademarks and licenses purchased separately are initially shown at historical cost. Trademarks and licenses acquired in a business combination are recognized at fair value on the acquisition date. Subsequently, brands and licenses, assessed for a defined useful life, are recorded at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful life of 15 to 20 years.

(c)

Softwares/Website

Expenses related to the development of websites (the Company's main sales channel), such as the development of operational applications and technological infrastructure (purchase and internal development of software and installation of applications on the sites), rights to usesoftware, as well as graphic development, are recorded in intangible assets, as provided for in Technical Pronouncement CPC 04 (IAS 38), being amortized on a straight-line basis over the stipulated term of their use and benefits to be earned (note 16).

Softwarelicenses are capitalized based on the costs incurred to purchase the software and websites and make them ready for use. Costs associated withsoftwaremaintenance are recognized as an expense, as incurred. Development costs that are directly attributable to the design and testing of newsoftwareand identifiable and exclusivewebsites, controlled by the Group, are recognized as intangible assets when the following criteria are met:

• It is technically feasible to complete thesoftware / websiteso that it is available for use;

• Management intends to complete thesoftware / websiteand use or sell it;

• The software / website can be sold or used;

• It can be demonstrated that thesoftware / websiteis likely to generate future economic benefits;

• Adequate technical, financial and other resources are available to complete the development and to use or sell thesoftware / website;

• The expense attributable to thesoftware / websiteduring its development can be safely measured.

Directly attributable costs, which are capitalized as part of the software / website product, include employee costs allocated to the development ofsoftware / websitesand an appropriate portion of applicable indirect expenses. Costs also include borrowing costs incurred during thesoftware / websitedevelopment exercise. The amount of charges on capitalized loans is obtained by applying the weighted average rate on loans that were in effect during the year on investments made in obtaining the asset and does not exceed the amount of borrowing costs incurred during the year.

Other development expenditures that do not meet these criteria are recognized as an expense as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent year.

2.11

Tangible assets

Property, plant and equipment are measured at historical cost, less accumulated depreciation. The historical cost includes the expenses directly attributable to the acquisition of the items and the financing costs related to the acquisition of qualified assets.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with these costs will flow and can be reliably measured. All other repairs and maintenance are recorded against the income for the year, when incurred.

Land is not depreciated. Depreciation of other property, plant and equipment is calculated using the straight-line method considering their costs and their residual values during the estimated useful life, as shown in note 15. Residual values and useful lives of assets are reviewed at the end of each year and, if appropriate, adjusted.

The impacts of accounting for borrowing costs for the purpose of acquiring and / or building qualifying fixed assets are not relevant due to the short time spent in the acquisition of computer equipment and machinery (its main qualifying asset) and, therefore, were not accounted for.

Gains and losses on disposals are determined by comparing the results with their book value and are recognized in "Other net operating expenses and income" in the income statement.

2.12

Leasing

The Group now assesses whether a contract is or contains a lease based on the new lease definition. According to CPC 06 (R2) / IFRS 16, a contract is or contains a lease if it transfers the right to control the use of an identified asset for a exercise of time in exchange for consideration.

The Group recognizes a right of use asset and a lease liability at the date of commencement of the lease. The right of use asset is initially measured at cost and subsequently at cost less any accumulated depreciation and impairment, and adjusted for certain remeasures of the lease liability.

The lease liability is initially measured at the present value of the lease payments that were not paid at the commencement date, discounted using the interest rate implied in the lease or, if that rate can not be determined immediately, the Group's incremental loan rate.

In the transition, for leases classified as operating leases under CPC 06 (R1) / IAS 17, lease liabilities were measured at the present value of the remaining payments, discounted by the Group's incremental loan rate on January 1, 2019. The right of use assets were measured at their book value as if CPC 06 (R2) / IFRS 16 had been applied since the date of commencement, discounted by the lessee's incremental loan rate at the date of initial application.

Liabilities renegotiated in accordance with the Technical Pronouncements Review No. 16/2020, issued by the Accounting Pronouncements Committee, which authorizes exceptionally, changes due to benefits obtained in lease agreements related to Covid 19, were recognized in the income for the year (note 17 (b)).

2.13

Impairmentof non-financial assets

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually to identify any need for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds its recoverable amount, which represents the higher of an asset's fair value less its selling costs and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash-Generating Units - CGU). Non-financial assets, except for goodwill, which have been adjusted for impairment, are subsequently reviewed for the analysis of a possible reversal of impairment on the balance sheet date. Goodwill adjusted to income for the year by impairment is no longer reversed.

2.14

Accounts payable to suppliers

Accounts payable to suppliers are obligations contracted for goods or services acquired in the normal course of business. These obligations can be deducted from receivables when there are commercial agreements signed with suppliers for disclosure or promotion of certain products. They are classified as current liabilities if payment is due in the year of up to one year. Otherwise, these accounts payable are presented as non-current liabilities. They aremeasured at amortized cost using the effective interest rate method (note 18).

2.15

Present value adjustment

The operations of long-term purchases, primarily from suppliers of goods and services, were adjusted to their present value taking into account the maturities of these transactions. The average rate used of 2.71% per annum (p.a.) at December 31, 2020 (5.86% p.a. at December 31, 2019), funding base for the base dates. The constitution of the present value adjustment of purchases is recorded under "Suppliers" in note 18 against the "Inventories"account (note 10) and the counterpart entries are shown under the heading "Financial Expenses", in note 29, through the maturity date, in the case of suppliers, and for the realization of inventories based on the amounts recorded under the heading "Cost of goods sold and services provided."

The operations of long-term transactions, at the same previously-agreed prices as represented, mainly, through credit card installment sales, were brought to their present value taking into account the payment deadlines of the aforementioned transactions. The average rate used of 3.45% p.a. as of December 31, 2020 (6.31% p.a. on December 31, 2019), was based on receivable discounts on their respective base dates. On the identified adjustments, the tax rates were applied on the respective base of dates. The present value adjustment of installment sales has a counterpart entry under the heading "Accounts receivable from clients" (note 9) against the "Sales Revenue"account and its realization is recorded under "Financial revenues" in note 29 through the maturity date.

2.16

Loans and financing

Loans and financing are recognized at amortized cost, net of costs incurred at. Any difference between the amounts raised (net of transaction costs) and the total amount payable is recognized in the income statement during the exercise in which the loans are open, using the effective interest rate method.Hedgedloans, at fair value, withswapcontracts as instruments for the purpose of protecting against fluctuations in the exchange rate, are recorded at VJT, as shown in note 4.1 (a).

Loans are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

2.17

Provisions

Provisions are recognized when:

(i)the Group has a present or non-formalized obligation as a result of events that have already occured;

• (ii)it is propable that an outflow of funds will be necessary to settle the obligation; and

• (iii)the amount can be reliably estimated.

When there are a series of similar obligations, the likelihood of settling them is determined taking into account the class of obligations as a whole. A provision is recognized even if the probability of settlement related to any individual item included in the same class of obligations is small.

Provisions are measured at the present value of expenses that must be required to settle the obligation, using a rate before tax effects, which reflects current market assessments of the value of money over time and the specific risks of the obligation. The increase in the obligation due to the passage of time is recognized as a financial expense.

The Group assesses, at least once a year, the sufficiency of its provisions for events likely to occur over the next fiscal year.

2.18

Current and deferred income tax and social contribution

Income and social contribution taxes for the year comprise current and deferred taxes and are recognized in the income statement.

The current and deferred income tax and social contribution charge is calculated based on tax laws enacted, or substantially enacted, on the balance sheet date. Management periodically evaluates the positions taken by the Group in calculating income taxes in relation to situations in which the applicable tax regulations give rise to interpretations and establishes provisions, when appropriate, based on the estimated amounts paid to the tax authorities.

Current income tax and social contribution are shown net, by taxpayer entity, in liabilities when there are amounts payable, or in assets when the amounts paid in advance exceed the total due on the date of the financial statements. Deferred tax assets and liabilities are presented in note 12 (a).

Deferred income tax and social contribution assets are recognized only to the extent that it is probable that future taxable income will be available and against which temporary differences can be used.

Deferred income tax assets and liabilities are shown net in the balance sheet when there is a legal right and the intention to offset them when calculating current taxes, generally related to the same legal entity and the same tax authority.

2.19

Employee benefits

(a)

Share-based compensation

The Group operates a share-based compensation plan, settled with shares, under which the entity receives the services of employees as consideration for the Group's equity instruments (BTOW3 shares). The fair value of employee services, received in exchange for granting options, is recognized as an expense.

The total amount to be recognized as an expense over the duration of the exercise and acquisition of rights over the plan's shares (vesting period) is determined based on the fair value of the instruments granted, calculated on the grant date of the share purchase programs, based on the average quotation of the closings of shares on the stock exchange where they are traded, this total amount being appropriated to the result, with corresponding adjustment in shareholders' equity, by the linear method during thevesting period, considering the expectation of withdrawal.

On the balance sheet date, the Group reviews the withdrawal estimates on the number of shares that are investing period, based on historical data, and recognizes the impact of the revision of the estimates, if any, in the income statement, with an adjustment corresponding in equity.

On the date of granting the plan, the amounts received from employees, net of any directly attributable transaction costs, are credited to the share capital (nominal value). Restricted shares or shares, as the case may be, issued at the end of thevesting periodare also credited to the share capital, but based on the capitalization of the reserves that were constituted during thevesting period.

(b)Profit sharing

When applicable, the Group recognizes a liability and an expense for profit sharing based on a methodology that takes into account the net profit attributable to the Company's shareholders.

(c)Other benefits

The Company and its subsidiaries do not grant other post-employment benefits, termination benefits or other long-term benefits to Management and its employees in addition to those provided for in the labor legislation.

2.20

Capital social

Common and preferred shares are classified in equity (note 25).

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the amount raised, net of taxes. When the Company purchases shares of its own capital (treasury shares), the amount paid, including any additional directly attributable costs (net of income tax), is deducted from shareholders' equity until the shares are canceled or traded. When these shares are subsequently traded, any amount received, net of any additional transaction costs directly attributable and the respective effects of income tax and social contribution, is included in the shareholders' equity attributable to the Company's shareholders.

2.21

Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the normal course of the Group's activities. Revenue is shown net of taxes, returns, rebates and discounts, as well as eliminations of sales between Group companies.

The Group recognizes revenue when its value can be reliably measured, when it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the activities. The Group bases its estimates taking into account the type of customer, the type of transaction and the specifications of each sale.

(a)Sale of goods and services

Revenues from sales of goods and services are recognized when the products are delivered and accepted by customers at their facilities, that is, when control is transferred. For cases that allow the customer to return the goods, the revenue is recognized to the extent that it is highly likely that a significant reversal in the amount of accumulated revenue will not occur. Sales orders approved by credit card companies, whose products have not yet been invoiced, nor delivered to customers, and sales of gift cards that are in the possession of customers and which will be used in the future are recorded as "Advance received from customers" classified in current liabilities.

(b)Financial income

Financial income is recognized on an accrual basis, using the effective interest rate method.

2.22

Distribution of dividends and interest on equity

When applicable, the distribution of dividends and interest on equity to the Company's shareholders is recognized as a liability in the Group's financial statements at the end of the year, based on the Company's bylaws. Any amount above the mandatory minimum is recorded in equity until the date of approval.

The tax benefit of interest on own capital is recognized in the income statement for tax purposes and in shareholders' equity for corporate purposes.

3. Accounting estimates and judgement

Accounting estimates and judgment are continually evaluated, and are based on historical experience and various other factors, including expectations of future events, which are believed to be reasonable under the circumstances.

3.1

Critical accounting estimates and assumptions

By definition, the resulting accounting estimates will rarely be equal to the respective actual results. The estimates and assumptions that present a significant risk, with the probability of causing a relevant adjustment in the book values of assets and liabilities for the next year, are contemplated below:

(a)Goodwill impairment

Annually, the Group tests for possible impairment losses on goodwill, in accordance with the accounting policy presented in note 2.13.

The recoverable amounts of Cash-Generating Units (CGUs) were determined based on calculations of the value in use, made based on calculations of the value in use, made based on estimated budget projections approved by management (note 16).

No goodwill impairment losses were recognized in the financial statements for the years ended December 31, 2020 and 2019.

(b)Recovery of deferred income tax and social contribution

Significant management judgment is required to determine the amount of deferred tax assets that can be recognized and considers the probable realization period based on projections of future taxable income.

The assumptions for the projection of future taxable profits are in line with the Company's business plan approved by management and are presented in note 12.

The expectation for realization of deferred income tax and social contribution assets is shown in note 12 (b).

(c)Fair value of derivatives and other financial instruments

The fair value of financial instruments that are not traded on active markets is determined using valuation techniques. The Group uses its judgment to choose several methods and to define assumptions that are mainly based on the market conditions existing at the balance sheet date. The Group used the discounted cash flow analysis to calculate the fair value of several financial assets at fair value through other comprehensive income, assets that are not traded in active markets.

(d)Uncertaintly about treatment of taxes on profit - IFRIC 23/ CPC 22

With regard to uncertain tax treatments, provided for in IFRIC 23 / CPC 22 regarding income tax and social contribution, and also for other taxes, management assesses the likelihood of acceptance and decisions of higher courts of last resort. Management evaluated the main tax treatments adopted by the Group in the open periods subject to question by the tax authorities and concluded that there is no significant impact to be recorded in the accounting statements. Management's critical estimates, as well as the main contingent liabilities related to uncertain tax treatment of taxes on profit, are disclosed in note 23.

(e) Incremental rate on lessee's loan

The Group is unable to determine the implied discount rate to be applied to its lease agreements. Therefore, the incremental rate on the lessee's loan is used to calculate the present value of the lease liabilities in the initial record of the contract.

The incremental rate on the lessee's loan is the interest rate that the lessee would have to pay when borrowing funds for the acquisition of an asset similar to the asset under the lease, for a similar term and with a similar guarantee, the resources necessary to obtain the loan asset with a value similar to the right-of-use asset in a similar economic environment.

Obtaining this rate involves a high degree of judgment, and must depend on the credit risk of the lessee, the term of the lease, the nature and quality of the guarantees offered and the economic environment in which the transaction takes place. The rate calculation process preferably uses readily observable information, from which the necessary adjustments must be made to arrive at the incremental loan rate.

The adoption of IFRS 16/CPC 06(R2) allows the incremental rate to be determined for a grouping of contracts, since this choice is associated with the validation that the grouped contracts have similar characteristics.

The Group adopted the aforementioned practical expedient of determining groupings for its lease agreements in scope, as it understands that the effects of their application do not differ materially from the application to individual leases. The size and composition of the portfolios were defined according to the following assumptions: (a) assets of similar nature, and (b) similar deadlines with respect to the initial application date.

(f)Tax credit resulting from exclusion of ICMS in the PIS and COFINS calculation basis

The PIS and COFINS tax credit resulting from the exclusion of ICMS in its calculation base was calculated considering the management's best estimate determined based on the survey of the identified and available documents. The long period that involves the right to credit, including dates that precede the mandatory electronic invoice and digital fiscal bookkeeping (SPED), creates greater complexity in calculating the amounts.

In view of the current position of the tax authorities on the criterion for measuring tax credits, which will be confirmed by the Supreme Federal Court through the judgment of the Motion for Clarification filed by the Federal Union in Extraordinary Appeal No. 574,706, the Company, supported by opinion of its legal advisors, chose to register, in the 4th quarter of 2019, tax credits in the amount of R$ 152 million, based on the criterion currently recognized by the tax authorities (COSIT Solution No. 13/18 and IN No. 1911/19), that is, tax credits were measured based on the amount of ICMS actually paid.

3.2

Critical judgments in the application of the Group's accounting policies

(a)

Provision for estimated credit loss

Justified by Management on expected losses on credits due and overdue, being recorded in an amount considered sufficient to cover the probable losses on the realization of accounts receivable (note 9).

(b)Provision for losses on inventories

The provision for losses on inventories is estimated based on the history of losses on the execution of physical inventories at distribution centers, as well as the sale of items below the purchase price and unsold inventoriesThis provision is considered sufficient by Management to cover probable losses on the realization of its inventories (note 10).

(c)Useful life of fixed and intangible assets

The depreciation or amortization of property, plant and equipment and intangible assets, based on a report prepared by an independent specialist, considers the best estimate of the use of these assets for the purposes of its operations. Management periodically assesses whether changes in the economic scenario and / or the consumer market may require a revision of these estimates of useful life (notes 15 and 16).

(d)Impairment of non-financial assets

Impairment tests are performed considering projections of future results, calculated based on internal and market assumptions, discounted to present value. These projections are calculated considering Management's best estimates, which are revised when changes in the economic scenario or in the consumer market occur.

(e)Contingent assets and liabilities

The Group recorded provisions, which involve considerable judgment by Management, for tax, labor and civil risks that, as a result of a past event, it is probable that an outflow of funds involving economic benefits will be necessary to settle the obligation and an estimate reasonable amount can be made of the amount of that obligation. The Company is subject to legal, civil and labor claims covering matters arising from the normal course of its business activities.

The assessment of the likelihood of loss includes the assessment of the available evidence, the hierarchy of laws, the available jurisprudence, the most recent court decisions and their relevance in the legal system, as well as the assessment of outside lawyers.

Provisions are reviewed and adjusted to take into account changes in circumstances such as the applicable statute of limitations, conclusions of tax inspections or additional exposures identified based on new matters or court decisions. Actual results may differ from estimates.

Contingent assets are events that give rise to the possibility of economic benefits for the Company. When practically certain, based on legal opinions that support their realization, they are recognized in the income for the year (note 11).

4.

Management of financial risk

4.1 Financial risk factors

In the normal course of business, the Group is exposed to market risks related to the fluctuation of interest rates and exchange variations, as well as credit risk on its installment sales and liquidity risk. Under monitoring carried out by its officers and management, and supervised by the Board of Directors, the Group uses hedge instruments to minimize exposure to these risks. These administrators determine what strategies are to be adopted and Management contracts appropriate hedge instruments for each circumstance and inherent risk.

The Group does not have options, swaptions, repentance swaps, flexible options, derivatives embedded in other products, structured derivative transactions and "exotic derivatives". The Group does not operate derivative financial instruments for speculative purposes, thus reaffirming its commitment to the conservative cash management policy, whether in relation to its financial liabilities or its cash position.

• (a) Market risk

• (i) Exchange rate risk

The Group uses traditional swaps to offset exchange losses arising from sharp devaluations of the Real (R$) against these foreign currency deposits.

• Traditional swaps (registered in the borrowings and financing account):

  The counterparty to these traditional swaps is the financial institution that provides loans in foreign currency (US dollars and Euro). These swap operations referenced to CDI and IPCA aim to cancel the exchange risk, transforming the cost of debt (note 19) to local currency and interest rates. These operations (Euro) vary from 121.95% to 122.60% of the CDI and, on December 31, 2020, have a reference value of R$ 500,000 in the parent company and in the consolidated (R$ 800,000 on December 31, 2019 , in the parent company and in the consolidated), and in the consolidated (US dollars) the local interest rate is IPCA + 6.957% p.a., with a reference value of R $ 2,691,100 These operations are matched in terms of value, terms and interest rates. The Group intends to settle such contracts simultaneously with the respective loans. In this type of operation, there are no contractual margin call clauses.

  At December 31, 2020 and 2019, the position of these derivative financial instruments was as follows:

Parent Company	Consolidated
2020	2019	2020	2019
Active position (Euro+ Pré)	695,682	790,496	695,682	790.496
Swap liability position (% CDI)	(504,012)	(816,561)	(504,012)	(816,561)
Swap accounting adjustment balance (note 19(a))	191,670	(26,065)	191,670	(26,065)
Parent Company	Consolidated
2020	2019	2020	2019
717,836	802,770	717,836	802,770
695,682	790,496	695,682	790,496
22,154	12,274	22,154	12,274
(720,202)	(804,465)	(720,202)	(804,465)
(695,682)	(790,496)	(695,682)	(790,496)
(24,520)	(13,969)	(24,520)	(13,969)

Amortized cost

Hedge object (debt)

Fair value

Swaps

Active position (Euro + Pré)Amortized cost

Fair value

Passive position (% CDI)

Amortized cost

Fair value

(506,378) (504,012)

(818,256) (816,561)

(506,378) (818,256)

(504,012) (816,561)

2,366 22,154

1,695 12,274

2,366 1,695

22,154 12,274

• Hedge accounting-Bond Swaps (recorded in the loans and financing account)-Note 4.4:

  Parent Company

  2020

  2019

  2020

  Consolidated 2019

  Active position (Dollar+Pré)

  Swap liability position (CDI + Pré)

  Swap accounting adjustment balance (note 19(a))

  - --- --

  3,274,621 (3,537,125)

  (262,504)

  - --

  Parent Company

  2020

  2019

  2020

  Consolidated 2019

  Amortized costsHedge object (debt)

  Fair value

  - --- --2,609,718 2,444,286(165,432)

  - --

  Swaps

  Active position (Dollar + Pré)Amortized costs

  Fair value

  - --

  - -

  (2,609,718) (3,274,621)

  - -

  664,903

  Passive position (CID + Pré)Amortized costs

  Fair value

  - -- -- -- -

  (2,706,790) (3,537,125)

  (830,335) (165,432)

  - -- -

  Considering that the Group's exposure to the risk of wide swings in currency exchange rates is mitigated by traditional swap operations, contracted for exchange protection purposes and, therefore, simultaneously with the respective foreign currency borrowings, the change in the rate of the US dollar and Euro compared to the real due to the current market conditions does not produce any significant impacts on the Group's financial information.

  (ii)Risk of variation in financial ratios

• Hedge accounting-Debenture Swaps (recorded in the loans and financing account)-Note 4.4:

  The counterparty to these traditional swaps is the financial institution providing the loans. These swap transactions referenced to CDI aim to cancel the inflationary risk, transforming the cost of debt (note 20) to a more predictable rate, at CDI + 4.072% per year. As of December 31, 2020, these contracts have a reference value of R$ R$ 3,100,000 in the parent company and R$ 408,900 in the consolidated. These operations are matched in terms of value, terms and interest rates. The Group intends to settle such contracts simultaneously with the respective loans. In this type of operation, there are no contractual margin call clauses.

  As of December 31, 2020 and December 31, 2019, the position of these derivative financial instruments was as follows:

Parent Company	Consolidated
2020	2019	2020	2019
Active position (IPCA+Pré)	4,278,034	-	564.286	-
Liability of the swap (CDI+ Pré)	(4.077.365)	-	(540,241)	-
Swap accounting adjustment balance (note 20(a))	200.669	-	24,045	-

Parent Company	Consolidated
2020	2019	2020	2019
Amortized cost	3,166,613	-	417,686	-
Hedge object (debt)
Fair value	3,318,519	-	435,105	-
151,906	-	17,419	-
Swaps
Active position	Amortized cost	(3,166,613)	-	(417,686)	-
(IPCA + Pré)	Fair value	(4,278,034)	-	(564,286)	-
1,111,421	-	146,600	-
Passive position (CDI+Pré)	Amortized cost	(3,117,850)	-	(411,060)	-
Fair value	(4,077,365)	-	(540,241)	-
(959,515)	-	(129,181)	-
151,906	-	17,419	-

(iii)Interest rate risk

The Group uses resources produced by operational activities to manage its operations, as well as to guarantee investments and growth. In order to complement its cash requirements for growth, as well as to support cash investments, when necessary, the Group obtains loans and financing from the main financial institutions in the country, which are substantially (around 93% of total) indexed to the variation of the Interbank Deposit Certificate (CDI). Relevant fluctuations in the CDI (see sensitivity analysis in item (d) below) raise the possibility of inherent risk. Financial investment policies indexed by the CDI partially mitigate this effect.

(b)Credit risk

Credit risk is managed at the corporate level. Credit risk stems from cash and cash equivalents, derivative financial instruments, deposits in banks and other financial institutions as well as exposure to client credit. With regard to banks and other financial institutions, the individual risk limits are determined based on internal or external classifications according to the limits set by the Board of Directors. The use of credit limits is regularly monitored. Sales to retail clients are settled in cash or through the main credit cards existing in the market.

The credit risk is minimized by the fact that approximately 82% of the Group's sales are conducted through credit cards administered by the main credit card operators, which have excellent levels of risk classification. The Group maintains a provisions for credit losses estimated by management, that is considered sufficient to cover possible losses on its receivables.

(c)Liquidity risk

Management continuously monitors forecasts for the liquidity requirements of the Group in order to ensure that it has sufficient cash to satisfy its operating needs. This forecast takes into consideration plans for financing the Groups's debt, compliance with clauses, compliance with internal targets for the asset balance quotient and, if applicable, external or legal regulatory requirements - for example, currency restrictions.

The Treasury invests excess cash in interest-bearing bank accounts, term deposits, short-term deposits and securities, choosing instruments with appropriate maturities with sufficient liquidity that offer a sufficient margin as determined by the aforementioned forecasts.

The table below analyzes the non-derivative financial liabilities of the Group and the derivative financial liabilities that are settled on a liquid basis by the Group, through common maturity periods that correspond to the period remaining between the date of the calculation of the net equity balance and the contracted date of maturity. Derivative financial liabilities are included in the analysis if their maturities are essential for an understanding of the cash flows.

Parent CompanyLess than one year

Between one and two yearsBetween two and five yearsMore than five years

At December 31, 2020

Suppliers

3,930,758

Borrowings, financing and debentures Leases liability

434,463 91,096

433,160 90,224

4,232,093 93,013

8,854,663 15,343

At December 31, 2019

Suppliers 2,665,242

Borrowings, financing and debentures 1,322,361

Leases liability

78,240

461,152 54,487

5,663,804 646,166

118,236 40,212

ConsolidatedLess than one year

Between one and two years

Between two and five yearsMore than five years

At December 31, 2020

Suppliers

Borrowings, financing and debentures Leases liability

4,068,103 434,463 106,201

482,297 101,010

4,254,711 100,972

8,854,663 15,343

At December 31, 2019

Suppliers 2,758,582

Borrowings, financing and debentures 1,342,808

Leases liability

98,988

460,686 71,239

5,717,242 646,166

136,698 40,212

(d)Analysis of additional sensitivity

• Sensitivity analysis of swap operation

Swap operations recorded by the Group were contracted, simultaneously with foreign currency loans, contemplating maturities, rated and equivalent amounts, exchanging foreign exchange exposure of the loans forexposure to CDI. The Group's gross debt inUSD/EUR is presented as follows:

Parent Company	Consolidated
2020	2019	2020	2019
Foreign currency loans
US$	-	296,368	2,609,718	296,368
€
695,682	494,128	695,682	494,128
US$ rate at closing date	-	4.0307	5.1967	4.0307
€rate at closing date	6.3779	4.5305	6.3779	4.5305
Estimated final US$ rate, released by Bacen	-	4.0900	5.0000	4.0900
Estimated final € rate, released by Bacen	6.5650	4.6203	6.5650	4.6203

Scenarios I and II were estimated to deteriorate from 25% to 50% respectively, above the probable expectation, as shown in the table below:

Parent CompanyOperation

Risk

Probable scenario

Scenario I - Deterioration of 25%Scenario II - Deterioration of 50%

Euro

Exchange rate at December 31, 2020

6.3779

6.3779

6.3779

Estimated exchange rate at December 31, 2021 Foreign currency borrowings

Swaps(Foreign currency assets)

(variation €) (variation €)

Net effect

Operation

RiskDollar

Exchange rate at December 31, 2020 5.1967

Estimated exchange rate at December 31, 2021 5.0000

Foreign currency borrowingsSwaps(Foreign currency assets)

(variationUS$) (variationUS$)

Net effect

Euro

Exchange rate at December 31, 2020 6.3779

Estimated exchange rate at December 31, 2021 6.5650

Foreign currency borrowingsSwaps(Foreign currency assets)

(variation €)20,408

(variation €)

Net effect

Probable scenario

6.5650	8.2063	9.8475
20,408	199,431	378,453
(20,408)	(199,431)	(378,453)
Null	Null	Null
Consolidated
Scenario I -	Scenario II -
Deterioration of	Deterioration of
25%	50%
5.1967	5.1967
6.2500	7.5000
528,954	1,156,689
(528,954)	(1,156,689)
Null	Null
6.3779	6.3779
8.2063	9.8475
199,431	378,453
(199,431)	(378,453)
Null	Null

(98,780) 98,780

Null

(20,408)

Null

• Analysis of sensitivity to variation in the CDI rate

The Group maintains a large part of its debt, approximately 93%, of its cash and cash equivalents indexed to the CDI variation (considering the exchange of foreign currency debts for CDI variation with traditional swaps). The net

cash (debt) (a) was presented as follows:

Parent Company	Consolidated
2020	2019	2020	2019
Net cash:
- Cash and cash equivalents	6,630,363	3,533,847	6,634,287	3,535,807
- Marketable securities	4,332,294	2,943,891	4,491,969	3,172,266
- Loans and financing	(4,449,991)	(6,167,023)	(7,371,004)	(6,233,126)
- Debentures	(2,946,186)	(200,214)	(391,035)	(200,214)
3,566,480	110,501	3,364,217	274,733
CDI rate on the closing date	1.90%	4.40%	1.90%	4.40%
Estimated final CDI rate, released by Bacen	3.00%	4.50%	3.00%	4.50%
Bacen

Additionally, Management conducted sensitivity tests for adverse scenarios, deteriorating the CDI rate by 25% or 50% higher than the probable scenario (judged by Management), as shown in the table below:

Parent Company
Scenario I -	Scenario II -
Operation	Probable scenario	Deterioration	Deterioration
of 25%	of 50%
Annual effective CDI rate as of December 31, 2020	1.90%	1.90%	1.90%
Net cash	3,566,480	3,566,480	3,566,480
CDI estimated annual interest rate in 2020	3.00%	3.75%	4.50%
Annual effect on net availability:
Reduction	-	-	-
Increase	39,231	65,980	92,728

Consolidated
Scenario I -	Scenario II -
Operation	Probable scenario	Deterioration	Deterioration
of 25%	of 50%
Annual effective CDI rate as of December 31, 2020	1.90%	1.90%	1.90%
Net cash	3,364,217	3,364,217	3,364,217
CDI estimated annual interest rate in 2020	3.00%	3.75%	4.50%
Annual effect on net availability:
Reduction	-	-	-
Increase	37,006	62,238	87,470

4.2

Capital management

The goal of the Group with regard to capital management is to ensure the continuity of its operations, to offer a return to shareholders and benefits to other stakeholders, as well as maintaining the ideal capital structure to minimize associated costs.

The Group monitors the levels of its indebtedness through the Net debt/EBITDA ratio, which in its understanding represents the most appropriate manner to present the debt metric, because it reflects consolidated net financial obligations requiring immediate cash for payments, considering its operating cash generation.

4.3

Fair value estimate

It is assumed that the book value of the balances of client accounts receivable and suppliers accounts payable, minus impairment in the case of accounts receivable, are close to their fair value. The fair value of financial liabilities, for disclosure purposes, is estimated using discounted contractual future cash flows at existing market interest rates, which are available to the Group through similar financial instruments. The Group uses a market approach to estimate the fair value of its financial instruments.

The Group applies CPC 46/IFRS 13 to the financial instruments measured in the balance sheet at fair value, which requires disclosure of the fair value measurements by level in the following hierarchy:

• (Level 1) Quoted (unadjusted) prices in asset markets for identical assets and liabilities to which an entity may have access at the measurement date.

• (Level 2) Insertions different from the price quotes negotiated in active market included in Level 1 that are observed for assets or liabilities, whether directly (that is, as prices) or indirectly (that is, price derivatives).

• (Level 3) Insertions for assets or liabilities that are not based on data adopted by the market (that is, non-observable insertions).

  The following table presents the Group's assets and liabilities measured by fair value as of December 31, 2020.

Consolidated

Assets
Investment Fund-FIDC	-
Bank Deposit Certificates - BDC	-
Other marketable securities	-
Accounts receivable	-
Total assets	-
Liabilities
Loans and financing (Foreign Currency)	-
Hedge accountingderivatives-bond swap	-
Hedge accountingderivatives-debenture swap	-
Derivatives used for hedge -swap	-
Total liabilities	-

Level 1	Level 2	Total
80,592	-	80,592
9,609,491	-	9,609,491
1,430,395	-	1,430,395
1,726,119	-	1,726,119
12,846,597	-	12,846,597
695,682	-	695,682
262,504	-	262,504
(24,045)	-	(24,045)
(191,670)	-	(191,670)
742,471	-	742,471

Level 3

The following table presents the Group's assets and liabilities measured by fair value as of December 31, 2019.

Consolidated

Level 1	Level 2	Level 3	Total
Investment Fund-FIDC	-	224,775	-	224,775
Bank Deposit Certificates - BDC	-	5,217,596	-	5,217,596
Other marketable securities	-	1,250,523	-	1,250,523
Accounts receivable	-	692,735	-	692,735
Total assets	-	7,385,629	-	7,385,629
Liabilities
Loans and financing (Foreign Currency)	-	790,496	-	790,496
Derivatives used forhedge -swap	-	26,065	-	26,065
Total liabilities	-	816,561	-	816,561

Assets

There are no relevant financial assets and liabilities subject to the netting agreement.

4.4 Hedge accounting

The Company and its subsidiaries issued debt securities, abroad Bond`s and domestic debentures, which are exposed to risks related to foreign currency fluctuations and inflation rates. As a result of the operations, the Company and its subsidiaries used derivatives in order to protect their exposures to the risk of fluctuations in exchange rate variations and indexes linked to inflation using hedge accounting. After technical studies, based on CPC 48, theoperations resulting from the application of hedge accounting were classified in the "cash flow" category. The effects

of the valuation or devaluation of the fair value of the instrument destined for protection are recorded against Other

Comprehensive Results (cash flow hedge) in shareholders' equity. If the hedge no longer meets the hedge accounting criteria or if the hedge instrument is discontinued, the hedge accounting will be settled prospectively. The effectiveness of the hedge is shown in Note 4.1.

Below we present the effects, in equity, of hedge accounting in the "cash flow" category constituted in the year:

Company

Swap issued títleOther comprehensive results

IR and CSLL deferredNet effect

B2W LUX B2WBond`s Debêntures

(299,919) 151,906

101,973 (51,648)

(197,946) 100,258

The hedge reserves disclosed above refer to the following hedging instruments:

Cost of hedge reserve	Interest rate swaps
Opening balance at January 1, 2020	-	-	-
Debentures
Deferred coverage costs and recognized in ORA	200,669	-	200,669
Reclassification of ORA to result	-	(48,763)	(48,763)
Deferred Taxes	(68,227)	16,579	(51,648)
Subtotal (1) - Debentures	132,442	(32,184)	100,258
Bonds
Deferred coverage costs and recognized in ORA	(439,127)	-	(439,127)
Reclassification of ORA to result	-	139,208	139,208
Deferred Taxes	149,303	(47,330)	101,973
Subtotal (2) - Bonds	(289,824)	91,878	(197,946)
Balance at December 31, 2020	(157,382)	59,694	(97,688)

Total Hedge Reserve

5.

Financial instuments by category

At December 31, 2020

Assets

Marketable securities and cash equivalents

Accounts receivable from customers and other accounts

receivable, excluding prepayments

Cash

At December 31, 2020

Liabilities

Borrowing

National currency

Foreign currency

Derivatives financial instruments - swap

Suppliers and other liabilities, excluding legal obligations

Debentures

Instrumentos financeiros derivativos - swap

At December 31, 2019

Assets

Marketable securities and cash equivalents

Accounts receivable from customers and other accounts

receivable, excluding prepayments

Consolidated
Fair Value	Fair Value through
Amortized Cost	Through	comprehensive	Total
Results	income
-	11,120,478	-	11,120,478
588,743	1,726,119	-	2,314,862
5,778	-	-	5,778
594,521	12,846,597	-	13,441,118
Fair Value	Fair Value through
Amortized Cost	Through	comprehensive	Total
Results	income
4,011,922	-	-	4,011,922
2,592,566	695,682	-	3,288,248
-	(191,670)	262,504	70,834
5,018,224	-	-	5,018,224
415,080	-	-	415,080
-	-	(24,045)	(24,045)
12,037,792	504,012	238,459	12,780,263
Consolidated
Fair Value	Fair Value through
Amortized Cost	Through	comprehensive	Total
Results	income
-	6,692,894	-	6,692,894
584,756	692,735	-	1,277,491
Cash	15,179	-	-	15,179
599,935	7,385,629	-	7,985,564
Fair Value	Fair Value through
Amortized Cost	Through	comprehensive	Total
Results	income
At December 31, 2019
Liabilities
Borrowing
National currency	5,416,565	-	-	5,416,565
Foreign currency	-	790,496	-	790,496
Derivatives financial instruments - swap	-	26,065	-	26,065
Suppliers and other liabilities, excluding legal obligations	3,569,907	-	-	3,569,907
Debentures	200,214	-	-	200,214
9,186,686	816,561	-	10,003,247

6.

Credit quality of financial assets

The Company's financial assets are composed mainly of the balance of cash and cash equivalents, marketable securities and accounts receivable from credit cards. The Company's cash is invested in the largest financial institutions in Brazil (all first-tier institutions) and the receivables of the Company and its subsidiaries are essentially with the main credit card operators, which have low levels of credit risk, as assessed by major rating agencies.

The Group's exposure to interest rate uses and sensitivity analysis for financial assets and liabilities are disclosed in note 4.1. There are no material restrictions on the ability to recover or use the assets mentioned above.

7.

Cash and cash equivalents

2020
Controladora
Funds in cash and banks	1,854	13,219
Certificates of bank deposits-CDBs (i)	6,628,509	3,504,490
Leasing Letters (ii)	-	16,138
6,630,363	3,533,847

2019

Parent Company
2019	2020
Consolidado
5,778	15,179
6,628,509	3,504,490
-	16,138
6,634,287	3,535,807

Consolidated

(i)	Remunerated at a rate of up to 107.5 % of the CDI as of December 31, 2020 (up tp 105.5% of the CDI as of December 31, 2019). The CDB's
are classified as cash equivalents have immediate liquidity without risk of change in value in case of early redemption.
(ii)	Remunerated at a rate of up to 103.0% of the CDI of the parent and consolidated on December 31, 2019. LAM's classified as cash
equivalents and have immediate liquidity without risk of change in value in case of early redemption.
8.	Marketable securities

Parent Company	Consolidated
2020	2019	2020	2019
Certificates of Bank Deposits-CDB's (i)	2,840,789	1,501,924	2,980,982	1,713,107
Leasing Letters (ii)	-	145,247	-	148,047
Financial bills (iii)	1,410,913	1,071,945	1,430,395	1,086,337
Subordinate shares (Fênix-FIDC (a))	33,430	31,324	33,430	31,324
Senior shares (Fenícia-FIDC (b))	31,054	192,951	31,054	192,951
Mezzanine shares (Faísca-FIDC (c))	16,108	500	16,108	500
4,332,294	2,943,891	4,491,969	3,172,266
Current portion	4,251,702	2,719,116	4,411,377	2,947,491
Noncurrent portion	80,592	224,775	80,592	224,775

• (i) Bank Deposit Certificates, wholly from top-tier financial institutions, bear interest at a rate of up to 107.5% of the CDI at December 31, 2020 (up to 105.5% of the CDI of the parent and consolidated at December 31, 2019). There is no intention to sell these securities in a period longer than 1 year, which is why they are classified in current assets.

• (ii) Letters of Lease(LAM's), wholly from first-tier financial institutions, bear interest of up to 103.0% of the parent CDI and consolidated as of December 31, 2019. There is no intention to sell these securities in a period longer than 1 year, which is why they are classified in current assets.

• (iii) The Financial bills, wholly from first-tier financial institutions, bear interest at a rate of up to 107.0% of the CDI as of December 31, 2020 (up to 107.5% of the parent and consolidated CDI at December 31, 2019). There is no intention to dispose of these securities over a period of more than one year. by which they are classified in current assets.

(a)Investment Fund - Fênix FIDC do Varejo II

In October 2018, the Company's management approved the structuring of the Fênix Investment Fund in Retail Credit Rights II ("Fênix FIDC do Varejo II "), with a duration of 20 (twenty) years, whose objective defined in regulation is the acquisition of credit rights held by the Company, among others, originating through credit cards used in the purchase and sale of products and services, whose electronic transactions are captured and processed by the systems of accrediting merchants.

The " Fênix FIDC do Varejo II" initiated operations in February 2019, issued 1,100,000 shares with a unitary face value of R$ 1 (one thousand reais), of which 1,017,500 senior shares with target yield are corresponding to 106.50% of the DI variation and 82,500 subordinated shares, with 30,000 thousand shares subscribed by the Company and 52,500 subscribed by the Parent Company Lojas Americanas, totaling the senior shares and subordinated to a stockholders' equity of R$ 1,100,000 of the " Fênix FIDC do Varejo II ".

The total amount of the senior shares corresponding to the principal invested will be amortized / redeemed on a single date, on the business day corresponding to the end of the period of 5 (five) years from the date of issue. The value of the senior shares corresponding to the profitability plus the senior shares after their issue date will be amortized every six (6) months from the date of issue.

The structure of the Fênix FIDC do Varejo II, as well as the remuneration of the shares is represented as follows:

Shares

Quantity

%

2020

2019

Benchmark- DI

Senior Subordinate

1,017,500 85,810

91.8% 8.2%100.0%

1,025,218 91,9331,117,151

1,039,107 86,1421,125,249

106.50% -

Balance Sheet on:

2020 2019

Assets

Cash and cash equivalents Marketable securities Accounts receivable

4,7234

455,188299,967

Lojas Americanas

386,726364,181

B2W

270,625448,982

Others Total assets

212,226

1,117,264

1,125,360

Liabilities

Accounts Payable (Current) Financing (Non Current) Shareholders equity

Total liabilities & shareholders' equity

113 1,025,218 91,9331,117,264

111 1,039,107 86,1421,125,360

Income statement for the quarter ended:

2020

Financial income Financial expenses

Income for the quarter

10,700 (4,909)5,791

20193,298 (2,956)

342

(a)Fenícia Fundo De Investimento em Direitos Creditórios

The Company holds 31,509 shares of the Fenícia Fund (197,762 shares at December 31, 2019), whose purpose is to raise funds for the application mainly of Credit Rights, in accordance with the investment policy, composition anddiversification of the Fund's portfolio.It is constituted in the form of a open condominium, so that its shares will only be redeemed according to the provisions of this Regulation.

The Fund will have a term of indefinite duration, and may be settled by resolution of the General Meeting in accordance with the Regulations of the fund.

(b)Faísca Fundo De Investimento em Direitos Creditórios Não Padronizado

The Company holds 18,012 shares of the Faísca Fund (1,000 shares at December 31, 2019), which aims to provide Shareholders with the appreciation of their Quotas, through the application of the Fund's resources mainly in the acquisition of Credit Rights from third parties, and the others in Financial Assets. It is constituted in the form of a closed condominium, so that its Quotas will only be redeemed at the end of the term, in accordance with the provisions of the regulation or due to its liquidation.

The Fund will have an indefinite duration and may be liquidated by resolution of the General Meeting in accordance with the Fund's Regulations.

(c)Changes in the financial assets at fair value through profit or loss

Bank Deposit Certificates, wholly from top-tier financial institutions, are remunerated at a rate of up to 107.5% of the CDI on December 31, 2020 (up to 105.5% of the CDI on December 31, 2019). There is no intention to sell these securities over a period of more than 1 year, which is why they are classified in current assets.

9.

Parent Company	Consolidated
At January 1, 2019	1,717,267	1,916,761
Additions	11,857,667	12,495,874
Disposals	(10,221,494)	(10,830,820)
Transfer to cash and cash equivalents	(409,549)	(409,549)
At December 31, 2019	2,943,891	3,172,266
Additions	17,223,603	17,664,748
Disposals	(12,727,320)	(13,237,165)
Transfer to cash and cash equivalents	(3,107,880)	(3,107,880)
At December 31, 2020	4,332,294	4,491,969
Parent Company	Consolidated
2019	2020	2019
261,017	1,485,168	261,017
-	22,375	-
448,982	270,625	448,982
64,609	118,399	111,324
774,608	1,896,567	821,323
(8,179)	(13,076)	(8,179)
(15,261)	(44,574)	(50,997)
751,168	1,838,917	762,147

2020

Accounts receivable

Credit cards (i)

Digital Wallet (ii) (note 13)

1,465,928 22,375

Investment fund - FIDC (note 19(a)) 270,625

Other accounts receivable (iii) 65,137 1,824,065

Present value adjustments (note 2.15)

(iv) (13,076)

Provision for estimated credit loss (23,220)

1,787,769

(i)The operations with credit cards can be paid in installments, generally, of up to twelve months. The Group's credit risks are minimized as the portfolio receivables are monitored by the credit card management companies.

• (ii) Open balance on the Ame Digital platform.

• (iii) Other accounts receivable mainly represent sales to companies through corporate transactions.

• (iv) Present value adjustment was calculated on accounts receivable, net of FIDC anticipations.

Theaging listof accounts receivable from customers is composed as follows:

Consolidated
2020	2019	2020	2019
Falling due	1,814,417	749,025	1,837,177	783,149
x,xxx,xxx
Overdue:
Up to 30 days	2,477	8,324	23,592	10,593
31 to 60 days	243	5,795	21,319	6,422
61 to 90 days	341	3,418	617	3,746
91 to 120 days	35	1,163	1,704	1,687
121 to 180 days	27	804	894	1,786
> 180 days	6,525	6,079	11,264	13,940
1,824,065	774,608	1,896,567	821,323

Parent Company

The amount of the provision for estimated credit loss is based on the Management's analysis of expected losses on the credits to mature and expire.

The changes in the provision for estimated credit losses are shown below:

Parent Company	Consolidated
Balance at January 1, 2019	(15,839)	(45,004)
Additions/ Reversals	578	(5,993)
Balance at December 31, 2019	(15,261)	(50,997)
Additions/ Reversals	(7,959)	6,423
Balance at December 31, 2020	(23,220)	(44,574)

10.

Inventories

Parent Company	Consolidated
2020	2019	2020	2019
Goods for resale	1,602,506	888,396	1,708,579	950,451
Present value adjustments (note
2.15)	(12,374)	(2,836)	(12,374)	(2,836)
Supplies and packaging	5,453	2,608	5,453	3,767
1,595,585	888,168	1,701,658	951,382

The balances above are presented the net values of provision for losses due to inventories, obsolescence and low turnover. The changes in the provision for losses are shown below:

Parent Company and Consolidated

Balance at January 1, 2019	(71,344)
Additions/ Reversals	5,495
Balance at December 31, 2019	(65,849)
Additions/ Reversals	6,456
Balance at December 31, 2020	(59,393)

11.

Recoverable taxes

Parent Company

Consolidated

2020

2019

2020

2019

Taxes on Goods and Services (ICMS)

Withholding Income Tax (IRRF)

201,137 61,921

201,266 48,459

210,433 209,949

66,332 52,991

Social Integration Program (PIS) and Contribution to Social Security Financing (COFINS)

1,477,471

1,357,455

1,492,071

1,360,972

Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL)

191,759

239,996

200,446 247,509

Others

8,592

8,592

9,754 9,883

1,940,880

1,855,768

1,979,036

1,881,304

Current portion Non-current portion

647,153 1,293,727

658,600 1,197,168

685,309 1,293,727

684,136 1,197,168

Considering the taxation rules currently in effect, the following expectation of the main recoverable taxes is as follows:

Parent Company
Yr	PIS and COFINS	IR and CSLL	ICMS
2021	385,457	167,321	94,375
2022	545,556	24,438	67,330
2023	546,458	61,921	39,432
1,477,471	253,680	201,137

- PIS and COFINS: The Company expects to recover R$ 385,457 in 2021 and R$ 1,092,014 in up to 2 years (2022 to 2023) through debits calculation and compensation with other federal taxes.

- IRPJ and CSLL: The Company expects to recover R$ 253,680 in up to 3 years (2021 to 2023), through a request for restitution and / or compensation with other federal taxes.

- ICMS: The Company expects to recover the ICMS credit with its own operations in the amount of R$ 94,375 in 2021 and R$ 106,762 in up to 2 years (2022 to 2023).

The Company constantly evaluates the recovery of its tax credits and maintains the net balance of the recovery expectation in the balance sheet.

12.

Income tax and social contribution

(a)Composition of deferred income tax and social contribution

Assets
Consolidated
2020	2019	2020	2019
Tax losses	754,113	756,338	787,709	780,382
Negative bases for social contribution	271,481	272,281	283,576	280,940
Temporary differences
Contingencies	19,607	19,157	19,607	19,157
Unsettled swap operations	-	14,471	2,942	17,417
Present value adjustments receivables and payables	36,369	40,843	36,369	40,843
Provisions for losses on inventories, estimated credit
loss and other provisions	250,248	196,894	258,948	216,165
Lease operations	11,914	9,898	13,154	12,661
Capitalization of interest	1,741	-	1,741
Cash flow hedge	-	-	101,972
Others	4,380	9,967	15,577	17,892
1,349,853	1,319,849	1,521,595	1,385,457

Parent Company

Liabilities
Parent Company	Consolidated
2020	2019	2020	2019
Unsettled swap operations	2,737	-	2,737	-
Capitalization of interest	-	15,192	-	15,192
Extemporaneous Tax Credits	37,789	37,789	37,789	37,789
Cash flow hedge	51,648	-	51,648	-
Others	4,405	2,307	7,804	5,707
96,579	55,288	99,978	58,688
Net balance	1,253,274	1,264,561	1,421,617	1,326,769

The parent company and all other subsidiaries have a net deferred income tax and social contribution position.

(b)Expected realization of deferred tax and social contribution

Parent Company	Consolidated
2023	30,930	35,085
2024	106,370	120,658
2025	245,799	278,816
2026	398,787	452,353
2027	471,388	534,705
1,253,274	1,421,617

The realization of deferred taxes was determined based on the business plan approved by the Company's management and is reviewed at least every year.

The projections are made through operating cash flows started from the year 2020, in nominal terms, considering the inflation of the economy due to changes in market financial indexes using the maximum period of 10 years.

The Company's Management confirms its confidence in its Business Plan, which has made the operational structure of its business development platforms more robust, and will continue to monitor internal and external indicators as a way ratifying its estimates.

(c)Reconciliation between nominal and effective tax rates

The reconciliation between the income tax and social contribution, computed by the nominal and effective rates is demonstrated below:

Parent Company	Consolidated
2020	2019	2020	2019
Losses for the period before income tax and social
contribution	(247,965)	(468,592)	(249,603)	(462,696)
Nominal rate	34%	34%	34%	34%
84,308	159,321	84,865	157,317
Effect of (additions) or deductions on accounting profit
Interest in subsidiaries and affiliates	(27,082)	9,247	(29,102)	-
Other permanent deductions (additions), net	(20,019)	(18,214)	(16,918)	(12,859)
Income tax and social contribution at effective rate	37,207	150,354	38,845	144,458
Current	(3,154)	-	(5,022)	(17,745)
Deferred	40,361	150,354	43,867	162,203
Income tax and social contribution	37,207	150,354	38,845	144,458
Effective rate	15%	32%	16%	31%

13.

Related party transactions

2019
Operations with Parent Company
Lojas Americanas S.A. (i)	(111,604)	(20,367)
- HQ Rental,Distribution Center's, and others	(7,092)	(6,227)
- Resale Goods - sale	2,886	26,128
- Resale Goods - purchase	(1,158)	(3,255)
- Platform of Digital Services and O2O operations	(181,350)	(133,974)
- Operations Lojas Americanas x QSM/ ST	32,750	36,558
- Operations Lojas Americanas x Direct	42,357	35,213
- Operation Lojas Americanas x BIT Services	3	25,190
Operations with affiliates
AME Digital	(2,304)	-
- Other accounts payable/receivable B2WxAME (ii)	(2,309)	-
- Operation AME x Direct	1	-
- Operation AME x BIT Services	4	-
Current Assets-Consolidated	-	-
Current Liabilities - Consolidated	(113,908)	(20,367)
Operations with subsidiaries (ii)	46,179	90,501
B2W Rental	39,462	39,462
Submarino Finance	66	156
BIT Services	3,548	43,320
Direct	(3,438)	887
Other accounts receivable	6,596	6,837
Other accounts payable	(55)	(161)
Other operations with subsidiaries	(187,649)	(132,249)
Transportation of merchandise
Direct	(135,226)	(103,248)
Mercantile transaction
ST	(29,294)	-
QSM	(9,230)	(28,955)
Systems Development
BIT Services	(13,899)	(46)
Current Assets-Parent Company	6,662	50,267
Non Current Assets-Parent Company	39,462	39,462
Current Liabilities-Parent Company	(376,617)	(248,805)
Accounts Receivable (iii)	22,375	-
AME Digital	22,375	-
Debentures	(2,555,151)	(200,214)
BWU (iv)	-	(200,214)
B2W LUX (see note 20)	(2,555,151)	-

Receivable (payable)	Revenue (expenses)
2020	2020	2019
171,119	149,149
(18,713)	(19,541)
140	657
(517)	(413)
3,388	(18,459)
21,214	80,751
88,717	64,863
76,890	41,291
(250,788)	-
(251,153)	-
361	-
4	-
(2)	(62)
-	-
-	-
-	-
(2)	(62)
-	-
-	-
-	(17)
-	-
-	-
-	(17)
-	-
(65,399)	-
(65,399)	-
(63,062)	(15,098)
(5,236)	(15,098)
(57,826)	-

• (i) Refer to operations of purchase and sale of merchandise, reimbursement of expenses and provision of transport and technology services.

• (ii) Refers mainly to reimbursement of expenses and others services.

• (iii) Receivables through the digital wallet - AME are presented in the item "Accounts receivable" (note 9).

• (iv)On December 7, 2010, the Board of Directors approved the first private issue of the Company's simple debentures, not convertible into shares,

  subordinated, in a single series, totaling R$ 200,000. The issue was not subject to registration with CVM, since the debentures were a private placement without any effort to sell to investors, fully subscribed by BWU Comércio Entretenimento S.A. a wholly owned subsidiary of Lojas Americanas S.A. The requirements and characteristics of emissions are listed in note 20. On August 24, 2020, the Company fully redeemed the debentures in advance.

59

14.

Investments-Parent Company

(a)Changes in Parent Company investment

BFFBalance at January 1,2019

Equity accouting Capital Increase Added value write-off Constitution with tangible and intangible

Initial adoption IFRS 16

Transfer to the provision for investment lossesBalance at December 31, 2019

Transfer of equity interest

Equity accounting Investment acquisition Advance for Future Capital increase Capital Increase Increase / decrease in equity interest

Cash flow hedge-comprehensive income Goodwill Negative goodwill Added value write-off Transfer to the provision for investment lossesBalance at December 31, 2020

181,402

1,565 - -

-

(1,483)

-

181,484

- 1,939 -

- - -

-

- - -

-

FinanceST ImportaçõesQSM

BIT Services (i)Digital Finance

87,102

76,461

28,576

228,861

10,337 - -

12,263 - -

1,675 - -

3,402 - (889)

-

-

-

-

-

(78)

(1,108)

(1,076)

-

-

-

-

97,439

88,646

29,143

230,298

- (1,376)

-

- 5,571 -

- 4,748 -

- 11,403 -

- - -

- - -

- - -

- 40,404 -

-

-

-

-

- - -

- - -

- - -

- -(815) - - - - - - - (815)

-

-

-

-

183,423

96,063

94,217

33,891

281,290

• (i) Includes goodwill for future profitability in the acquisition of the subsidiary in the amount of R$ 43,794.

  • 10,573 (23,228)

  2,618 - - -

  13,191

  - (970)

  12,221

• (ii) The capital increase amounting to R$ 20,656 consists of R$15,594 corresponding to the transaction negotiation (note 14(c)) and R$ 5,062, of primary contribution

60

RentalMesa-express

SuperNow

(ii)Ame Digital

BrasilAme Pay CaymanB2W LUX

Total

3

- - - -

- - -589,750

(61)

- - -

(3,714) - - 28,085

- - -

27,567 27,567

- - - (889)

-

-

41,840 - - 41,840

-

-

-

-

-

-

-

(3,745)

-

23,289

-

-

-

-

-

23,289

-

3

-

65,693

-

-

705,897

- (8)

- - -

-

(38,126) (36,562)

38,126 (49,031)

-

-

(15,155)

604 (78,837)

-

-

(15,253)

- - - (15,253)

- - -

- - -

- - -

16,500 20,656 -

126,915 - - 143,415

- (9,073)

- 9,073

107 61,167

-

-

-

-

-

-

-

- (197,946) (197,946)

- -

- -

- -

28,060 - - - 28,060

2,209 - - - 2,209

-

8

-

-

-

1,832

-

3

37,017

108,847

-

197,235

199,075

-

846,972

(b)Ame Digital

AME Digital Brasil Ltda. "AME", constituted on July 31, 2019, a mobile business platform, developed jointly by the

Company and its parent company, Lojas Americanas, has as its corporate purpose, basically, the provision of services with advanced technologies involving payment structures in physical and digital sales including through partnerships with other companies, retail or not, with advantages for end consumers. A corporate restructuring was carried out at AME Brasil, with the constitution of two new companies abroad as a holding and a sub holding, these being Ame Pay Cayman LTD, wholly owned by Ame Pay Delaware Holding LLC. As a result of this fact, the Company and its parent company, Lojas Americanas, remained with 1 (one) quota each, yielding to Ame Pay Cayman LTD its other quotas of participation in AME Brasil, starting to have indirect coalition and control in the same previous proportion, that is 43.08% and 56.92%, respectively.

(c)Information on the investments in subsidiaries and related

December 31, 2020
Capital	Shareholder	Adjusted net income
Social	equity	(loss)
Direct subsidiaries
BFF Logística e Distribuição Ltda.	100.00	163,198	183,419	1,939
ST Importações Ltda.	100.00	4,050	94,217	5,571
Mesa Express Serv. de Informação da Internet S.A.	99.99	275	-	-
Submarino Finance Promotora de Crédito Ltda.	100.00	12,005	96,063	(1,376)
QSM Distribuidora e Logística Ltda.	100.00	5,000	33,891	4,748
BIT Services Tecnologia e Inovação Ltda.	100.00	210,417	237,347	10,588
Digital Finance Promotora Ltda.	100.00	500	12,221	(970)
B2W Rental S.A.	99.96	2	(23,307)	(8)
SuperNow Portal e Serviços de Internet Ltda.	100.00	21,008	6,747	(15,155)
B2W Lux S.à.R.L	100.00	108	(197,234)	604
Indirect subsidiaries
Click - Rodo Entregas Ltda	100.00	44,928	11,993	(212)
Direct Express Logística Integrada S/A	100.00	237,755	82,657	2,151
Affiliates
Ame Digital Brasil Ltda.	22.01	198,614	248,414	(198,689)
Ame Pay Cayman LTD.	43.08	97,124	(4,253)	(113,816)
December 31, 2019
%	Capital	Shareholder	Adjusted net income
Participation	social	equity	(loss)
Direct subsidiaries
BFF Logística e Distribuição Ltda.	100.00	163,198	181,480	1,565
ST Importações Ltda.	100.00	4,050	88,646	12,263
Mesa Express Serv. de Informação da Internet S.A.	99.99	275	-	-
Submarino Finance Promotora de Crédito Ltda.	100.00	12,005	97,439	10,337
QSM Distribuidora e Logística Ltda.	100.00	5,000	29,713	1,675
BIT Services Tecnologia e Inovação Ltda.	100.00	170,013	192,207	2,513
Digital Finance Promotora Ltda.	100.00	500	13,191	2,618
B2W Rental S.A.	99.96	2	(23,298)	(61)
Indirect subsidiaries
Click - Rodo Entregas Ltda	100.00	44,928	12,205	(142)
Direct Express Logística Integrada S/A	100.00	237,755	80,506	(604)
Related
Ame Digital Brasil Ltda	43.08	97,124	152,491	(8,622)
61

Participation

%

(d)Other information on subsidiaries

(i) Supermercado Now

On January 13, 2020, the Company acquired the totality of the shares of SuperNow Portal e Serviços de InternetLtda. ("Supermercado Now"), an innovative e-commerce platform focused on the Supermarket category in Brazil.

The value of the transaction due to the acquiree is $ 15,016, of which R$ 1,181 being paid in cash and most of the remaining amount being subject to the achievement goals by 2022. The updated balance on December 31, 2020 is R$ 14,444 (note 21) to be settled by 2024.

Additionally, the amount of R$ 17,984 for the settlement of Supermercado Now's obligations with third parties through the payment of capital was part of the negotiation, of which R$ 15,594 was paid at the time of the acquisition and R$ 2,390 to be paid in the next 4 years.

The goodwill totaled R$ 28,060, and was calculated based on the expectation of future profitability, originated in the benefit generated to the Company by the expansion of its operations in the food retail, offering an even more complete assortment for its base of customers. The purchase price allocation based on the fair value of assets and liabilities is shown below:

Fair value of the unsecured liability (1) (13,044)

Consideration (2)15,016

Goodwill (2) - (1) 28,060

ASSETS	LIABILITIES AND SHAREHOLDERS EQUITY
Current	Current
Assets	Liabilities
Cash and cash equivalents	4	Suppliers	1,740
Accounts receivable	78	Loans	1,007
Other current assets	472	Salaries and social charges	430
Other current liabilities	2,961
Total current assets	554	Total current liabilities	6,138
Non-current	Non-current
Judicial deposits	89	Loans	9,837
Deferred income tax and social contribution	658	Contingent liabilities	10,933
Fixed assets	24	Total non-current liabilities	20,770
Intabgibles	12,539
Total non-current assets	13,310	Shareholders equity	(13,044)
Total assets	13,864	Total liabilities and shareholders equity	13,864
(i) B2W LUX S. à. R.L
Issuance of Representative Debt Securities (Bonds)

At a meeting of the Board of Directors (RCA) on November 14, 2020, complemented by the RCA held on November 18, 2020, the issue was approved, through the Company's wholly-owned subsidiary, B2W Digital Lux S. à. r. l., based in Luxembourg, of debt securities (Bonds), issued on the United States market. The total amount of US$ 500,000 (five hundred million US Dollars), has a maturity on December 15, 2030, that is, 10 years and an annual remuneration of 4.375%. The net amount of funding costs received, in November 2020, by the subsidiary amounted to US$ 498.980. As of December 31, 2020, Bonds' total liabilities amount to R$ 2,872,222, recognized in the consolidated balance sheet. Financial charges recognized by the subsidiary in the year amount to R$ 15,690 recorded in the Company's consolidated income statement.

62

15.

Fixed Assets

Land

Installations, furniture and fixtures

Balance at January 1, 2019

Acquisitions

Write-offs Transfers Depreciation

Balance at December 31, 2019

Acquisitions

Write-offs Transfers Depreciation

Balance at December 31, 2020

Balance at December 31, 2019:

Total cost

Write-offs Transfers

Accumulated depreciationResidual Value

Balance at December 31, 2020:

Total cost

Write-offs Transfers

Accumulated depreciationResidual Value

Annual depreciation rate

63

5,704

50,004

- - - -5,704

1,918 (29) 55 (5,677)46,271

- - - -5,704

1,104

(94)

- (5,556)41,725

5,754

116,877

(50)

(873)

- -5,704

(935) (68,798)46,271

5,754 (50)

117,981

(967)

- -5,704 -

(935) (74,354)41,725 7% to 10%

Computer machines and equipment

312,779

17,617

(28)

- (41,661)288,707

20,705

(8,532)

- (39,506)261,374

577,011(3,620) 2,048 (286,732)288,707

597,716 (12,152)

2,048 (326,238)261,374 4 to 20%

Improvements in third-party properties

45,929

132 - 3,961 (7,021)43,001

- - - (7,038)35,963

30,786

(10,247) 68,761 (46,299)

43,001

30,786

(10,247) 68,761 (53,337)35,963 Term contracts

Construction in progressParent CompanyOthers

Total

- 1 414,417

4,418 4524,130

- -(57)

(4,016)

-402

13,477

- - -13,879

75,282(4,952) (69,928)

-402

88,759 (4,952) (69,928)

-13,879 -

- -

- (54,359)

46 384,131

34635,632

- - (15)

(8,626)

- (52,115)

377 359,022

133 805,843

(1)

(19,743)

54 (140)

- (401,969)

46 384,131

479841,475

(1)

54 (155)377 10%

(28,369)

- (454,084) 359,022

ConsolidatedLandInstallations, furniture and fixturesComputer machines and equipmentImprovements in third-party propertiesGoods for leaseConstruction in progress

VehiclesOthers

TotalBalance at January 1, 2019

5,704

55,606

323,385

39,260

1

10,999

103

441 435,499

Acquisitions

Write-offs Transfers Depreciation

Balance at December 31, 2019

- - - -5,704

2,359 (29)

21,710

(55)

Acquisitions

Write-offs Transfers Depreciation

Balance at December 31, 2020

- - - -5,704

- (6,454)51,4823,250 (640) 1,016 (6,055)49,053

107 (45,413)299,734

1,008 - 1,684 (7,514)34,438

- - - (1)

6,209

642 -31,928

- - -(84)

(1,791)

28,991 (10,868)

19 (41,874)276,002

687 - 7,940 (7,744)35,321

-- - - --

-15,417

- (95)650

- -

- (59,477)

441 407,866

15,707 - (8,975)

3,535 -52,170

(581)

-22,149

- 223

- - -

(12,089)

- (55,450)

3,827

441 392,497

Balance at December 31, 2019:

Total cost

Write-offs

5,754 (50)

130,565

(1,490)

607,106 (4,636)

24,837 (15,214)

27,397

(2,321)

98,010 (6,296)

7,825 (57)

2,520904,014

Write-offs in the sale of controlled companies Transfers

Accumulated depreciationResidual Value

- - -5,704

(97)

(219)

(3,132)

(74,364)51,482

3,953 (306,470)299,734

(63) 75,482 (50,604)34,438

-

2,306

(11) (76,286)

-398 -

(29,666)

(390)

• - (2,321)

(27,382)

-

-15,417

(7,118)

(156)

2 (466,094)

650

441 407,866

Balance at December 31, 2020:

Total cost

Write-offs

5,754 (50)

133,815

(2,130)

636,097 (15,504)

25,524 (15,214)

27,397

113,717

(2,321)

(6,296)

11,360 (638)

2,520956,184

Write-offs in the sale of controlled companies Transfers

Accumulated depreciationResidual Value

- - -5,704

(97)

(219)

(2,116)

Annual depreciation rate

-

(80,419)49,053 7% to 10%

3,972 (348,344)276,002 4% to 20%

(63) 83,422 (58,348)35,321

-

(11)

-398 -

(41,755)

(390)

2,306

(85,261)

• - (2,321)

2

(27,382)

-

Term contracts

33%

-22,149 -(6,895)3,827 10%

(156)

(521,544)

441 Undefined

392,497 -

In accordance with Technical Pronouncement CPC 01 (IAS 36), items of property, plant and equipment and intangible assets, which show signs that their recorded costs are higher than their recovery values, are reviewed annually to determine the need for a provision to reduce the balance book value at its realization value. Management did not identify changes in circumstances or signs of technological obsolescence, nor evidence that its assets used in its operations are not recoverable in view of its operational and financial performance and concluded that, as of December 31, 2019, there was no need to record any provision for loss on property, plant and equipment and intangible assets.

64

16.

Intangible Assets

Paremt CompanyGoodwill on investment acquisitions

Balance at January 1, 2019

Additions

Software intended for the payment of capital from Ame Digital

Capitalization of interest (i) Write-offs

Amortization

Balance at December 31, 2019

Additions

Capitalization of interest (i) Transfers

Write-offs Amortization

Balance at December 31, 2020

Balance at December 31, 2019:

Total cost

Accumuated AmortizationResidual Value

Balance at December 31, 2020:

Total cost

Accumuated AmortizationResidual Value

Annual amortization rate

65

Right to use software

81,439

- - - - -

81,439

77,325

29,892 - - - (52,940)

54,277

- - - - -

81,439

83,847

- (63)

- (58,341)

79,720

135,305 (53,866)81,439

240,690 (186,413)

54,277

135,305 (53,866)81,439

324,537 (244,754)

79,783

Undefined

Term contractsRight to use mining

8,910

- - - - (1,320)

7,590

Web sites and systems development

2,293,606

378,269

(40,167)

39,527 -

(328,600)

2,342,635

- - - - (1,320)

6,270

391,557 - -475,404

25,775 - -25,775

63 - (379,825)

2,380,205

16,500 (8,910)7,590

3,960,605 (1,617,970)2,342,635

16,500 (10,230)

6,270

8%

4,377,937 (1,997,795)2,380,142 10% to 16.67%

BLOCKBUSTER Online brand license

-

- - - - -

-

- - -

-

21,060 (21,060)

-

21,060 (21,060)

- 5.26%Others

Total

955

2,462,235

- - - - -

408,161

(40,167)

39,527 -

(382,860)

955

2,486,896

- - -

- - (439,486)

955 2,548,589

9554,375,115

-

(1,888,219)

955 2,486,896

9554,876,294

-955

(2,327,705) 2,548,589

Undefined

Goodwill on investment acquisitions

Balance at January 1, 2019

Additions

Write-offs

Capitalization of interest (i)

Write-offs in the sale of controlled companies Transfers

Amortization

Added Value-BIT Services

Balance at December 31, 2019

Additions

Write-offs

Goodwill Supermercado Now Capitalization of interest (i) Transfers

Amortização

Fair value of acquired assets Added Value-BIT Services

Balance at December 31, 2020

Balance at December 31, 2019:

Total cost

Write-offs in the sale of controlled companies Transfers

Accumuated AmortizationResidual Value

Balance at December 31, 2020:

Total cost

Write-offs in the sale of controlled companies Transfers

Accumuated Amortization

Residual Value

Average annual amortization rate

553,847- - - - - - (889)

552,958

Right to use softwareRight to use mining

100,71730,677 - - - - (54,086)

-8,910- - - - - (1,320)

77,308

7,590

- -

83,949 (147)

28,060 - - - - -28,060

- - - - (815)

580,203

614,963 (2,356)

- (59,649)552,958

643,023 (2,356)

- (60,464)

580,203

Undefined

- - (57,218)

- -

- - (1,320)

103,892

352,931 (38,695)

(2) (236,926)

6,270

77,308

436,733 (38,695)

(2) (294,144)

16,500 - - (8,910)7,590

16,500 - - (10,230)

103,892 Term contracts

6,270

8%

(i)

(i)The weighted average CDI rate on loans taken out by the Company in the year ended December 2020 was 175.1% and in December 2019, 124.00%.

66

Web sites and systems developmentBLOCKBUSTER Online brand license

2,294,055379,826 (40,167) 39,527 - - (329,437)

-

-

2,343,804

- -

395,957 -

25,775 - -25,775

- (383,538)

- -12,485 - -12,485

- - -(815)

2,394,483

4,025,835 (48,952)

- (1,633,079)

2,343,804

4,460,052 (48,952)

- (2,016,617)

2,394,483

10% to 16.67%

-- - - - - - -

-

- -- -

-

21,060 - - (21,060)

-

21,060 - - (21,060)

-

5.26%

Others

8,727615 - - - - (147)

-

9,195

204480,110

(27)(174)

-

(221)(442,297)Consolidated

Total

2,966,256

411,118

(40,167)

39,527 - -

(384,990)

(889)

2,990,855

-9,151 3,093,999

15,7775,047,066

(1,016)

- (5,566)

(91,019)

(2) (1,965,190)

9,195 2,990,855

15,9545,593,322

(1,016)

- (5,787)

9,151

Undefined

(91,019)

(2) (2,408,302)

3,093,999

(a)Goodwill on acquisition of investments

The Company annually evaluates goodwill annually the verify probably losses (impairment), with the latest assessment conducted for the year ended December 31, 2020. This goodwill is determined on acquisitions of investments stemming from the expectation of future profitability, based on the projections of future results for a period of 10 years, with a 3.2% perpetual growth rate, and using a pre-tax discount rate of 9.29% to discount future estimated cash flows, in addition to more or less value of the assets and liabilities in a business combination.

The business model adopted by the Company corresponds to a vertical structure, as a result, the consolidated balances represent, in a more adequate way, the only cash generating unit (CGU), see note 2.4, which is considered for the impairment test, therefore, there is no impact on the possible negative results of the investees.

The goodwill balances determined on acquisition of equity interests are supported by technical appraisals based on expected future profitability. The company monitored the assumptions used and did not identify any indications of loss.

As of December 31, 2020 and December 31, 2019, the goodwill from the acquisition of investments was represented as follows:

Consolidated

Parent company

2020

2019

2020

2019

CostAccumulated AmortizationNet

Net

CostAccumulated AmortizationNet

Net

Goodwill in investment acquisitionTV Sky Shop SuperNow BIT Services Mesaexpress Click Rodo Direct

BFF Logística

135,305 - - - - - -135,305

(53,866)

- - - - - -(53,866)

81,439 - - - - - -81,439

81,439 135,305

(53,866)

• - 28,060

• - 264,881

  - (8,647)

  -310

  (307)

  81,439 28,060 256,234 3

  81,439 - 257,049 3

• - 19,426

  -

  19,426 19,426

• - 195,038

-

195,038 195,038

-81,439

3643,023

-(62,820)

3580,203

3552,958

(b)Development of websites and systems

Represents expenses with e-commerce platform (development of technological infrastructure, content, applications and graphic layout of sites), expenses with ERP system implementation and development of own systems, being amortized in a linear way considering the stipulated period of use and benefits earned.

Following its path of innovation, B2W has proceeded to invest in new features, designed mainly to improve the purchase experience, increase the conversion rate and strengthen the positioning of its brands, as well as implementing new operating functions for the Company.

The Company used the same assumptions in item (a) above for the impairment test of intangible assets and did not identify the need for a provision for recoverability of assets.

(c)Right of use mining

The Company reacquired from LASA the amount of R$ 16,500 related to the use of mining in telecommunication means (internet, teleshopping, among others), resulting from the finalization of the partnership between LASA and Itaú Unibanco Holding SA and recorded the said amount as an intangible asset.

17. Lease Assets and Liabilities

As of December 31, 2020, the Group has contracts classified as leases for their commercial, logistics and administrative units.

67

The measurement of the cost of the right to use real estate assets corresponds to the net value of the lease liability, calculated on the lease provided for in the contracts, discounted to present value at the projected rates and terms provided for in these lease agreements, this being the non-cancellable period and covered by the option to extend the lease, if the Group is reasonably certain to exercise this option. The monthly depreciation of the right to use real estate assets is calculated, on a straight-line basis, over the term provided for in the contract, regardless of the renewal clause in accordance with the Group's internal policies.

Below we present the assets to the right-of-use assets and the corresponding obligations:

(a)Right of use assets-Leasing

2020

Parent Company 2019

2020

Consolidated 2019

CostAccumulated Depreciation

Net

NetCostAccumulated Depreciation

Net

Net

Right of use assets

345,535

(125,898)

219,637

210,796

396,022

(149,390)

246,632 252,158

345,535

(125,898)

219,637

210,796

396,022

(149,390)

246,632 252,158

Movement of the right-of-use assets of the leases during the period:

Parent CompanyNet balance at beginning of periodAdditions/ Write-offs

Depreciation

Net balance at end of period

2020 210,79691,705 (82,864)219,637

2019 197,78375,115 (62,102)210,796

2020

Consolidated 2019

252,158 244,241

91,994 85,259

(97,520)246,632

(77,342)252,158

(b)Leases payable

2020

Parent Company 2019

2020

Consolidated 2019

Leases payable Interest on leasing

289,676 (34,998)254,678

291,175 (51,268)239,907

323,526 (38,014)

347,137 (57,742)

285,512 289,395

Current portion Noncurrent portion

77,047 177,631

62,062 177,845

90,434 79,648

195,078 209,747

Movement on leases in the period:

Parent Company

Consolidated

2020

2019

2020

2019

Net balance at beginning of periodAdditions/ Write-offs

Payments (*) Appropriate interest

Net balances at end of periodr

239,90788,932 (93,720) 19,559254,678

227,58369,088 (75,498) 18,734239,907

289,395 279,715

85,322 79,421

(111,238)

22,033285,512

(92,788) 23,047289,395

68

(*) - The Company, in accordance with the Technical Pronouncements Review No. 16/2020, issued by the Accounting Pronouncements Committee, which exceptionally authorizes changes due to benefits obtained in lease agreements related to Covid -19, recognized in the income for the year the amount of R $ 1,064 in the parent company and in the consolidated, originating from the fixed installments of the contracts negotiated with the tenants.

The table below shows the potential right of PIS / COFINS to be recovered embedded in the lease consideration, according to the periods foreseen for payment. Undiscounted balances and balances discounted to present value:

Parent

2020

Company 2019

Consolidated

2020

2019

Nominal

Adjusted to Present ValueNominal

Adjusted to Present ValueNominal

Adjusted to Present ValueNominal

Adjusted to Present Value

Contraprestação do arrendamento PIS/COFINS potencial (9,25%)

289.676 26.795

254.678 23.558

291.175 26.934

239.907 22.191

323.526 29.926

285.512 26.410

347.137 289.395

32.110 26.769

(c)

"Misleading" caused by the full application of CPC 06 (R2)

In order to calculate the cost of the right to use real estate assets and the value of the lease liability, the Group used the nominal incremental interest rate to discount the actual payment flow to present value.

As required by Official Letter-Circular /CVM/SNC/SEP/ nº 02/2019, the Group performed the recalculation, using the same bases, discounting the real incremental interest rate from the actual payment flow.

We present below the non-material effects, calculated considering the calculation methodologies practiced by the Group and that required by the Circular Letter:

ParentCompany

ConsolidatedLease Liabilities

2020

Actual Flow x Nominal Rate Actual Flow x Actual Rate

Right of use

254,678

271,669

16,991

2020

Actual Flow x Nominal Rate Actual Flow x Actual Rate

Financial expense

219,637

242,603

22,966

2020

Actual Flow x Nominal Rate (18,734)

(19,559)

(11,090)

8,469

Actual Flow x Actual Rate (11,028)

Depreciation expenseActual Flow x Nominal Rate Actual Flow x Actual Rate

2020

(82,864)

(89,923)

(7,059)

Company	2020	2019
285,512	289,395
304,304	317,349
18,792	27,954
2020	2019
246,632	252,158
272,194	286,557
25,562	34,399
2020	2019
(22,033)	(23,047)
(12,087)	(13,443)
9,946	9,604
2020	2019
(97,520)	(77,342)
(105,829)	(85,404)
(8,309)	(8,062)

2019

2019239,907 264,72924,822

2019210,796 240,82330,027

7,706

2019(62,102) (68,634)

(6,532)

69

(c.1) Actual Rate vs. Nominal Rate Comparison

Consolidated
2020	2019	2020	2019
Actual Flow x Nominal Rate (i)	6.02%	7.49%	6.83%	7.65%
Actual Flow x Actual Rate (i)	2.24%	2.91%	2.83%	3.13%
-3.78%	-4.58%	-4.00%	-4.52%

Parent Compnay

(i)Average discount rate used in the years 2020 and 2019.

(d)Commmitments assumed-Lease agreements

The Group maintains a Private Instrument of Rental Agreement for Commercial Property and Other Covenants for all their properties, with short and long term maturities, whose rent is updated annually based mainly on the IGP-M and IPC-A.

According to CPC 06 (R2) / IFRS 16, lease liabilities were recorded as lease liabilities under contracts with a validity of more than 12 months. The rent corresponding to short-term contracts continues to be recognized, by competence, as occupancy expense.

In the period ended December 31, 2020, the Group incurred rental expenses on short-term contracts and other related to real estate in the amount of R$ 4,024 (R$ 16,976 at December 31, 2019). Future commitments related to these contracts total R$ 6,262 (R$ 5,392 at December 31, 2019).

18. Suppliers

Parent Company	Consolidated
2020	2019	2020	2019
Merchandise, Suppliers of Goods and others	4,202,946	2,985,104	4,340,291	3,078,444
Commercial agreements	(243,306)	(304,121)	(243,306)	(304,121)
Adjustment to present value (nota 2.15)	(28,882)	(15,741)	(28,882)	(15,741)
3,930,758	2,665,242	4,068,103	2,758,582

Trade agreements are receivable, defined in partnership agreements signed with suppliers. In financial operations, when provided for in a commercial agreement, settlements are made upon the payment of invoices to suppliers at the net amount.

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19.

Borrowing and Financing

(a)Composition

In National currency

Working capital

Working capital

BNDES (i)

BNDES (i)

BNDES (i)

BNDES (i)

FINEP (iv)

FINEP (iv)

Shares FIDC (v)

In foreign currency (iii)

Working capital (ii)

Swap operations (ii)

Bonds (ii)

Swap operations (US$) (ii)

Working capital (ii)

Swap operations (ii)

Cost funding (IOF and others)

Current portion

Non-current portion

Parent Company	Consolidated
2020	2019	2020	2019
Object	Annual Charges	Final Maturity
114.0% CDI to 124.0% CDI	12.20.2027	2,611,945	4,340,300	2,678,562	4,407,439
CDI + 3.7%	05.27.2022	653,293	-	653,293	-
TJLP to TJLP + 2.9% p.a	09.15.2022	5,589	8,816	5,589	8,816
TLP to TLP +2.5% p.a.	06.15.2026	403,939	459,194	403,939	459,194
SELIC +2.5% p.a. to 2.9% p.a	06.15.2026	41,163	48,333	41,163	48,333
PSI 6.0% p.a.	09.15.2021	97	358	97	358
4.0% p.a.	12.15.2020	-	56,732	-	56,732
TJLP + 3.0% p.a.	05.15.2024	44,057	57,003	44,057	57,003
106.5% of CDI	02.14.2024	270,625	448,982	270,625	448,982
US$ + 5.879% p.a.	08.27.2021	-	296,368	-	296,368
118.9% CDI	08.27.2021	-	9,262	-	9,262
US$ + 4.375% p.a.	12.20.2030	-	-	2,609,718	-
IPCA + 6.90% a 7.02% p.a.	12.20.2030	-	-	262,504	-
€ + 2.1% to 2.3% a.a.
01.18.2023	695,682	494,128	695,682	494,128
121.9% CDI to 122.6% CDI	01.18.2023	(191,670)	16,803	(191,670)	16,803
(84,729)	(69,256)	(102,555)	(70,292)
4,449,991	6,167,023	7,371,004	6,233,126
415,097	1,300,545	429,058	1,320,955
4,034,894	4,866,478	6,941,946	4,912,171

(i) BNDES financing related to the FINEM program (investments in information technology, implementing a distribution center, acquisition of machinery and equipment and investments in social projects), PEC (Working Capital), BNDES Automatic and "Connected Citizens - Computers for Everyone" programs.

• (ii) Foreign currency operations are protected against changes in exchange rates by the use of financial instruments known as swaps (note 4).

• (iii) Funding consistent with Resolution 4.131 of the Brazilian Central Bank (BACEN).

• (iv) Financing of FINEP with the objective of investing in projects of research and development of technological innovations.

• (v) Represents the balance of the shares issued by the FIDC (note 8 (a, b e c)).

71

• (b) Movement

  Parent Company	Consolidated
  At December 31, 2018	6,576,600	6,644,019
  Funding	2,168,982	2,215,282
  Principal amortization	(2,631,976)	(2,679,936)
  Interest amortization	(484,958)	(489,459)
  Financial charges	538,375	543,220
  At December 31, 2019	6,167,023	6,233,126
  Funding	974,208	3,665,308
  Principal amortization	(2,636,317)	(2,653,469)
  Interest amortization	(282,377)	(284,132)
  Derivative mark-to-market	-	165,432
  Financial charges	227,454	244,739
  At December 31, 2020	4,449,991	7,371,004

• (c) Borrowing and long-term financing by maturity date

Consolidated
2020	2019	2020	2019
2021	-	419,680	-	419,680
2022	402,565	266,960	446,782	266,960
2023	899,144	578,361	917,412	624,054
2024	2,380,164	3,232,918	2,378,435	3,232,918
2025	86,667	89,127	84,938	89,127
2026	62,052	64,624	60,323	64,624
2027 onwards	204,302	214,808	3,054,056	214,808
4,034,894	4,866,478	6,941,946	4,912,171

Parent Company

The Company is subject to certain debt restriction clauses (Debt Covenants and Cross Default) included in some loan and financing agreements. These clauses include, among others, the maintenance of certain financial ratios, calculated based on the consolidated financial statements disclosed by its parent company. As of December 31, 2020 and December 31, 2019, all indexes were met.

(d)Guarantees

Borrowings and financing in the Parent Company and in the Consolidated are guaranteed by letters of credit of R$ 494,849 on December 31, 2020 (R$ 630,436 on December 31, 2019).

(e)Available credit lines

As of December 31, 2020 and December 31, 2019, the Group had credit lines with several institutions in order to use them at the times necessary to drive the Company's organic growth.

(f)Issuance of debt securities - Bonds

B2W Digital Lux (Nota 14 (d) (ii))

Principal captured	2,691,100
Chargess	15,690
Hedge-Cash flow	165,432
2,872,222

72

Direct subsidiaries B2W Digital Lux S. à. r. l., issued representative debt securities-Bonds. After technical studies, in accordance with CPC 48 B6 3.5, and due to the funds raised being linked, also, to the issuance of debentures, in

Brazil, by its direct parent company, it decided to classify the operation in the "Cash Flow Hedge"category This classification had a net impact of taxes, debit, on the Company's shareholders' equity of R$ 197,946 in consolidated. (See note 4.4)

The purpose of the decision is to minimize possible financial risks as a result of the operations having floating rates at all ends.

73

20.

Debentures

(a)Composition

Parent Company

Date of issue

MaturityType of issueBond outstanding

Value at date of issue

Annual financial Charger

12/31/2020

12/31/2019

12/31/2020

Consolidated 12/31/2019

• 1st private issue 12.22.2010 12.22.2022

• 5th public issue 11.15.2020 12.15.2030 Swap operations 11.15.2020 12.15.2030 Funding costs (IOF and others)

Private Public

200,000 3,100,000/408,900

• 1,000 125.0% CDI

• 1,000 IPCA + 6.957%

  CDI + 4.072% a.a.

- 3,166,613 (200,669) (19.758)

2,946,186

200,214 - - -

200,214

- 417,686 (24,045) (2.606)

391,035

200,214 - - -

200,214

Current portion Non current portion

15,858 2,930,328

214 200,000

1,897 389,138

214 200,000

(b)Movement

Parent Company
At January 1, 2019	200.246
Interest amortization	(15.130)
Financial charges	15.098
At December 31, 2019	200.214
Funding	3.100.000
Amortization of principal (i)	(200.000)
Interest amortization	(5.450)
Derivative mark-to-market	(151.906)
Financial charges	3.328
At December 31, 2020	2.946.186

Consolidated 200.246(15.130) 15.098200.214

408.900

(200.000)

(5.450)

(17.419)

4.790391.035

(i)On August 24 2020, the Company made an early redemption of part of the total debentures (note 13).

74

(c) Information on issuance of the debentures:

Below are the descriptions of the issued debentures which remain in effect as of December 31, 2020.

Nature

5th public issue

Date of issue	11.15.2020
Date of maturity	12.15.2030
Amount issued	3,100,000
Unitary value	R$ 1,000
Annual financial charges	IPCA + 6.957%
Convertibility	simple, non convertible to shares
Type and form	nominative and book-entry
Amortization of principal value	At date of payment
Payment of compensatory interest	June 15 & December 15 yearly (2021 - 2030)
Species	Unsecured
Guarantees	Not included
Renogiation	There will be no renegotiation of the
Debentures

21.

Accounts Payable-Combination of Businesses

In order to expand its business and in accordance with the strategic plan, the Company acquired companies with operations related to digital services. On January 13, 2020, the Company added SuperNow Portal e Serviços de Internet Ltda (note 14(d)).Between 2013 and 2015, 19 companies were acquired, operating in the areas of systems development, e-commerce operations and services, customer and product intelligence consulting, and two of the leading e-commerce specialized carriers in Brazil. As of December 31, 2020 the balance payable related to the acquisitions of these companies in the parent company and in the consolidated is R$ 14,444.

Current

BIT Services SuperNow

2020- 1,2341,234

Parent Company 2019- --2020- 1,2341,234

Consolidated 2019

8,092

-8,092

Non CurrentParent Company

SuperNow

202013,21013,210

2019 2020

- 13,210

-

- 13,210

Consolidated 2019- --

22.

Taxes and contributions

Taxes on goods and services (ICMS) Witholding Income Tax (IRRF) Service tax (ISS)

202058,255 2,290 5,872

Parent Company 2019

Consolidated

2020 2019

69,293

65,042 76,634

993

2,365 1,140

5,501

7,008 6,668

Social integration program (PIS) and Contribution for the social security fund (COFINS)

Tax on industrialized products (IPI) Others

14,176 - 1,17181,764

8,081

18,295 15,951

-

1,254 1,033

1,356

4,340 5,504

85,224

98,304

106,930

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23.

Provision for lawsuits and contingencies

The Company and its subsidiaries are parties to lawsuits and administrative proceedings before courts and government agencies involving tax, labor, civil and other matters. Management has a system for monitoring its judicial and administrative actions conducted by the internal legal department and external lawyers.

Management, based on information from its legal advisors, analysis of pending lawsuits and, regarding labor claims, based on previous experiences regarding the amounts claimed, set up a provision, in an amount deemed sufficient, to cover potential losses on the lawsuits ongoing. Certain lawsuits are secured by letters of guarantee. The judicial deposits made in the year, parent company and consolidated, basically result from resources in tax lawsuits pending at the federal level.

• (a) Judicial depositss

  When legally required, judicial deposits are made, which total:

  Judicial Deposits

  Parent Company

  2020118,905

  201990,350

  Consolidated

  2020120,755

  201990,543

  Movement:

  Parent Company

  ConsolidatedAt January 1, 2019

  66,068 66,084

  Additions Reversals

  47,213 47,648

  (22,931) (23,189)

  At December 31, 2019

  90,350 90,543

  Additions

  38,709 45,933

  Reversals

  (10,154)

  (15,721)

  At December 31, 2020

  118,905

  120,755

• (b) Registered provisions

Parent

Company

Consolidated

2020 2019

Tax Labor

3,648 3,515

17,987 16,169

Civil

35,744 36,371

57,379 56,055

2020	2019
33,241	32,355
84,905	72,639
43,077	43,704
161,223	148,698

Tax

Refer mainly to tax assessment notices issued for collection of supposed ICMS debt.

Labor

The Group are also parties to lawsuits involving labor. None of these lawsuits refers to individually significant amounts, and the lawsuits mainly involve claims for overtime, among others.

Cívil

The Company is a party, together with its subsidiaries, in lawsuits arising from the normal course of its operations and its subsidiaries, primarily related to consumers, accounting, on December 31, 2020, for the amount shown as

76

contingent liability related to these issues. None of these lawsuits refers to individually significant amounts. Changes in the provision for contingencies:

Parent CompanyTax

Labor

Civil

TotalBalance at January 1, 2019

Additions

Reversals Payments Updates

Balance at December 31, 2019

Additions

Reversals Payments Updates

Balance at December 31, 2020

Tax

Balance at January 1, 2019 37,114

Additions 1,105

Reversals Payments Updates

(5,953)

Balance at December 31, 2019 32,355

Additions 3,750

Reversals Payments Updates

(3,789)

Balance at December 31, 2020

- 92533,241

2,410 7,710

43,632	53,752
681	16,849
(4,380)	(7,345)
(7,351)	(11,190)
3,789	3,989
36,371	56,055
4,105	23,084
(1,426)	(14,024)
(5,466)	(10,939)
2,160	3,203
35,744	57,379
Consolidated
Total
61,775	50,965	149,854
16,565	833	18,503
(1,704)	(3,831)	(11,488)
(4,151)	(8,052)	(12,203)
154	3,789	4,032
72,639	43,704	148,698
33,083	4,223	41,056
(10,907)	(1,053)	(15,749)
(10,207)	(5,957)	(16,164)
297	2,160	3,382
84,905	43,077	161,223

1,105 15,063

(89) (2,876)

- (3,839)

89 111

3,515 16,169

133 18,846

(925) (11,673)

- (5,473)

9253,648

11817,987

Labor

Civil

- 89

(c)Contingent liabilities not provided

On December 31, 2020, the Group had administrative and legal demands of a fiscal, civil and labor nature, classifiedas "possible loss" by the legal advisors, and, for this reason, no provision was made. The approximate amount of the lawsuits is R$ 889,916 (R$ 824,225 on December 31, 2019) in the parent company and R$ 1,256,112 (R$ 1,148,198 on December 31, 2019) in the consolidated.

The variation in relation to 2019 is the result of monetary restatement, a change in perspectives, new processes initiated in the year and those that ended in the same year.

Among the main lawsuits related to tax assessment notices classified as "possible losses", we highlight:

• i) the recovery of IPRJ and CSLL debts due to alleged improper use of tax loss carry forwards and social contribution, since the limit of 30% for realization of compensation was not observed, provided of approximately R$ 81,417; and

• ii) the notice of infraction due to the attribution of responsibility for the payment of a penalty, in the approximate value of R$ 559,593.

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24.

Anticipated Revenue

On October 18, 2013, B2W signed an Extended Warranty Insurance Commercial Agreement Agreement with the insurance company CARDIF do Brasil Seguros e Garantias SA, with the intervention of TRR Securitas Corretora de Seguros Ltda., And Panamericano Administração e Corretagem de Seguros e de Previdência Privada LTDA., In order to explore the Extended Warranty offer, of purchases made by customers through the Company's sales channels.

The total amount received as anticipated revenue was R$ 35,000, which was fully appropriated until November 2020.

On December 22, 2020, B2W signed an Insurance Representative Operational Agreement Agreement with the insurance company MAPFRE Seguros Gerais SA, with the objective of exploring the offer of Extended Warranty and Theft and Robbery Insurance products for purchases made by customers through the Company's sales channels. As a result of this agreement, B2W received R$ 95,472 as anticipated revenue, which will be appropriated to the result upon achievement of goals.

The amounts received and not yet appropriated are recorded, in liabilities, under the captions "Other current liabilities" and "Other non-current liabilities".

Advance received	130,472
Appropriated in 2013 to 2017	(26,243)
Appropriated in 2018	(1,820)
Appropriated in 2019	(1,716)
Appropriated in 2020	(5,221)
To be appropriated	95,472
Current portion	86,659
Non-current portion	8,813

25.

Shareholder's equity

(a)Capital

On December 31, 2020, the share capital represented 559,858,093 common, registered shares with no par value (523,229,262 shares as of December 31, 2019).

The shareholding composition of the Company's capital as of December 31, 2020 and December 31, 2019 is as follows:

2020	2019
Lojas Americanas S.A	349,791,945	321,376,659
Management	8,516,853	7,168,400
Other shareholders ("free floating")	201,549,295	194,684,203
559,858,093	523,229,262
Lojas Americanas S.A.	62.48%	61.42%
Non-controlling	37.52%	38.58%

78

(b)Changes in capital

Number of shares, woth no par value.

Common	Balance
nominal	(thousands of reais)
At December 31, 2019	523,229,262	8,289,558
Homologation of capital increase-Private subscription	34,782,609	4,000,000
Capital increase-Stock Option Plan-financial resources	320,231	19,871
Capital increase-Stock Option Plan-capitalization of reserves	1,525,991	31,222
At December 31, 2020	559,858,093	12,340,651

At Board of Director meetings, held on July 3, 2020, September 21, 2020, and December 10, 2020, the capital increase was approved with the issue of 1,476,199, 34,927,067, and 225,565 common shares respectively, of which 34,782,609 were paid in by private subscription 320,231 paid in by subscription of new shares, and 1,525,991 paid in by capitalization of reserves, granted under the terms of the Stock Option Plan approved by the General Meeting of August 31, 2012.

(c) Legal reserve

The legal reserve is constituted annually as a destination of 5% of the net income for the year and cannot exceed 20% of the share capital. The purpose of the legal reserve is to ensure the integrity of the share capital and can only be used to offset losses and increase capital.

26.

Share-based payment

The Company maintains share subscription plans, these being the Company's Stock Option Plan "Stock Option Plan", approved at the Shareholders' Meeting held on August 31, 2012, and the Restricted Stock Incentive Plan "Restricted Stock Plan", approved at the Shareholders' Meeting held on April 30, 2018.

The main objectives of the programs are to stimulate the expansion, success and social objectives of the Company and the interests of its shareholders, in addition to maintaining the services of high-level executives and employees, offering as an additional advantage, becoming shareholders of Company.

The maximum limit for granting options under the Stock Option Plan is shared with the limit of the Restricted Shares Plan. Accordingly, the Restricted Shares Plan and the Stock Option Plan will be limited, jointly, to 5% of the total shares of the Company's share capital existing on the date of their grant, considering, in this total, the effect of the dilution resulting from the exercise of all options granted and not yet exercised within the scope of the Option Plan, as well as restricted shares that have not yet been effectively transferred to the Beneficiaries.

(i) Stock Option Plan (2015 to 2016):

The programs currently in force provide for options consisting of two lots subject to certain conditions, among them, that the Beneficiary must allocate a certain percentage of the bonus attributed to him by the Company, for the exercise, partially or in full, of the Options that make up Lot A and Lot B. The Options in Lot A and the Options in Lot B entitle to the acquisition of a certain number of shares, as follows: Lot A: Each Option in Lot A entitles the acquisition of a ordinary share issued by the Company. Lot B: Each Option in Lot B entitles you to acquire up to four ordinary shares issued by the Company.

Once the Options are exercised, whether from Lot A or Lot B, and on the exercise date, the Company will make available to the Beneficiary a Share for each Option in Lot A and one Share for each Option in Lot B. The remaining four Shares that make up each Option of Lot B will be delivered after a grace period of 60 months from the date of the respective Program.

79

The general rule of the Stock Option Plan is that the exercise price must be established by the Board of Directors or by the Committee, using the average closing prices of the shares traded at B3, in a certain period prior to the date of granting the option.

The Board of Directors or the Committee, as the case may be, may determine, when the Program is launched, that the Beneficiaries be granted a discount of up to 20% in the fixing of the exercise price. Specifically in relation to the programs currently in force, the exercise price of each option in Lot A and Lot B corresponds to the average price of the shares issued by the Company in the last 22 sessions of B3.

In addition, the Beneficiaries of the Plan, as holders of the Company's shares, are entitled to receive dividends and interest on equity from the moment the options are exercised.

Program

2016

2015

2015

2015

Administration Committeemeeting date - Program Approval

03/10/201606/11/201506/11/201503/10/2015

Number of ON Shares Granted

2,845,194

476,807

177,474

1,357,147

Beginning of vesting period

End of vesting periodSubscription value of theshare on the grant date Exercise value of the share - average price as established in each program

Apr/16Mar/21

Jul/15Jun/20

Jul/15Jun/20

Apr/15Mar/20

8.4611.87

17.3718.41

9.40 25.82

25.82 20.46

Number of shares estimated by the Company to be issued and held after the vestingperiod Grants date Vesting period

08/09/201607/01/2015 60 months 60 months

3,284,484 - - -06/11/201506/05/2015 60 months 60 months

(ii) Stock Option Plan (2018 to 2020):

The program approved in 2018 provides that the Beneficiary may choose to exercise the Options allocating part of its Bonus. Each Option exercised will be entitled to the acquisition of 1 (one) ordinary share issued by the Company

("Share").

Additionally, for the years 2018, 2019, and 2020 the Board of Directors may grant Restricted Shares within the scope of the Restricted Shares Plan approved by the 2018 General Meeting, and may condition the eligibility and/or effective participation of the respective Beneficiary in this Restricted Shares Plan for the effective exercise of options granted under such plans or programs. The Restricted Shares will be delivered after a grace period ending in 5 (five) years from the date of the Program.

Plan	2020	2019	2018
Administration Committee meeting date - ProgramApproval	02/28/2020	05/31/2019	03/07/2018
Number of ON Shares Granted	268,835	474,612	444,065
Beginning of vesting period	Jul/20	Aug/19	Oct/18
End of vesting period	Jun/25	Jul/24	Sep/23

70.01 352,605 70.01

Subscription value of the share on the grant date Number of shares estimated by the Company to be issued and held after the vesting period

33.72 819,771

22.70 681,476

Market value of shares on grant date

33.72

22.70

Grant date	06/30/2020 08/09/2019 10/10/2018
Vesting period	60 months 60 months 60 months

80

Executive compensation costs arising from the plans for the year ended December 31, 2020 was R$ 22,137 recorded in other operating expenses (R$ 22,760 on December 31, 2019) and offsetting entry recorded in capital reserves. The remuneration costs of the programs to be recognized (from 2021 to 2025) by the plans' vesting period, based on the assumptions used totaled approximately R$ 60,463.

• 27. Sales and services revenue

  Parent Company	Consolidated
  2020	2019	2020	2019
  Gross sales revenue	10,276,057	7,312,925	10,533,479	7,458,928
  Gross services revenue	2,361,404	1,603,432	2,569,058	1,814,619
  Unconditional returns/discounts	(496,905)	(891,305)	(506,435)	(916,155)
  (-) Sales/services tax	(2,351,951)	(1,497,647)	(2,471,755)
  (1,589,410)
  Net Revenue	9,788,605	6,527,405	10,124,347	6,767,982

• 28. Expenses by nature

The Group opted to present its income statements for the years ended on December 31, 2020 and December 31, 2019 by function and presents the breakdown by nature below:

Consolidated
2020	2019	2020	2019
Selling
Staff	(304,092)	(267,269)	(319,547)	(286,266)
Occupation	(11,182)	(21,264)	(14,845)	(27,042)
Supplies	(28,862)	(21,342)	(31,457)	(24,653)
Fees and commissions	(390,999)	(255,676)	(393,208)	(255,718)
Distribution	(376,618)	(278,876)	(33,047)	(37,113)
Others (i)	(864,968)	(460,368)	(913,874)	(489,968)
Total Selling Expenses	(1,976,721)	(1,304,795)	(1,705,978)	(1,120,760)
General and administrative
Staff	(75,390)	(58,824)	(104,937)	(94,443)
Occupation	(1,773)	(2,707)	(8,000)	(6,362)
Management fees	(10,244)	(9,224)	(10,244)	(9,224)
Depreciation and amortization	(577,267)	(499,321)	(597,909)	(519,745)
Others (ii)	(59,364)	(58,636)	(108,263)	(107,128)
Total General and Administrative expenses	(724,038)	(628,712)	(829,353)	(736,902)
Other operating income (expenses)	(67,890)	(45,701)	(75,593)	(46,597)

Parent Company

(i)The increase refers mainly to investments in online and offlline media and outsourced customer service related to the Company's growth.

(ii)Refers mainly to attorney's fees, advisory and consultancy services and legam indemnities.

29.

Financial result

Parent Company	Consolidated
2020	2019	2020	2019
Interest and monetary variation on securities	181,212	321,875	186,184	334,252
Financial discounts obtained	1,170	-	3,599	3,323
Adjustment to present value of account receivable	158,633	196,125	158,633	196,125
Other finance income	188	285	227	728
Total financial income	341,203	518,285	348,643	534,428
Interest and monetary variation of financing and
prepayment of receivables	(549,864)	(848,619)	(553,500)	(854,863)
81

Adjustment to present value of suppliers	(141,923)	(157,466)	(141,923)	(157,466)
Other financial expenses	(48,016)	(47,738)	(61,363)	(65,403)
Total financial expense	(739,803)	(1,053,823)	(756,786)	(1,077,732)
Lease charges	(19,559)	(18,734)	(22,033)	(23,047)
Financial result	(418,159)	(554,272)	(430,176)	(566,351)

30.

Losses per share

The calculation of the basic loss per share was based on the net loss attributed to the holders of common shares and the weighted average number of common shares outstanding.

The calculation of the diluted loss per share was based on the net loss attributed to the holders of common shares and the weighted average number of common shares outstanding after the adjustments for all potential dilutive common shares.

Parent Company
2020	2019
Numerator
Loss for the period	(210,758)	(318,238)
Denominator (in thousands of shares) basic
Weighted average number of common shares in circulation	533,745	470,004
Basic losses per share	(0.3949)	(0.6771)
Denominator (in thousands of shares) diluted
Weighted average number of common shares in circulation	539,155	475,605
Diluted losses per share	(0.3909)	(0.6691)

31.

Insurance coverage - Unaudited

The Group maintains insurance policies taken out with some of the main insurers in the country, which were defined by expert guidance and take into consideration the nature and the amount of risk involved.

As of December 31, 2020, the Group had insurance coverage in the form of civil liability, property insurance and inventory, as shown below:

Amount insured
Parent Company	Consolidated
Risk covered	2020	2019	2020	2019
General Civil Liability and D&O (i)	90,000	90,000	14,426,578	11,927,034
Materials damage	1,203,515	1,571,205	1,378,090	1,758,536
Losses and damages	119,901	198,117	138,705	228,186
Civil Liability in International Transport	-	-	US$ 120,000	US$ 200,000

(i)

In addition, the coverage of the vehicle fleet is insured for the amount of 100% of the table of the Fundação Instituto de Pesquisa

Económicos ("FIPE");

32.

Employee and management remuneration

In accordance with the Brazilian Corporation Law and the Company's Bylaws, it is the responsibility of the shareholders, at the General Meeting, to set the global amount of the annual compensation of the managers. The

Board of Directors is responsible for distributing the funds among the administrators. At the Annual General Meeting

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held on April 30, 2018, the limit for the global monthly compensation of the Directors (Board of Directors and Executive Board) of the Company was set.

In the years ended December 31, 2020 and December 31, 2019, the total compensation (salaries, bonuses, and payment based on shares) of the directors, officers and main executives of the Company was R$36.079 and R$35.256, respectively, with compensation falling within the limits approved in the corresponding Shareholders' Meetings.

The Group does not grant post-employment benefits, termination benefits or other long-term benefits to Management and its employees (except for the share plan described in note 26).

33.

Subsequent events

In a material fact disclosed on February 19, 2021, B2W- Companhia Digital ("B2W"), and its Parent Company Lojas

Americanas S.A. ("Americanas"), or when mentioned together with Americanas, "Universo Americanas" or

"Companies") inform that their respective Boards of Directors approved the analysis of a potential operationalcombination of their businesses ("Transaction") with the objective of maximizing the customer experience in a newjourney of value creation in the Universo Americanas.

B2W's board of directors has therefore determined that a special independent committee, formed exclusively by the three independent board members of B2W, be formed, in compliance with B2W's "Termo de Voto e Outras Avenças" and in the form and for the purposes of CVM's Opinion No. 35/08.

B2W's independent committee, supported by the advisors it hires, as it sees fit, will negotiate with the managementof Americanas the structure and the other terms and conditions of the Transaction, and submit its recommendations to the board of directors of B2W. Once the negotiations are closed, the Companies will publish a new material fact to the market..

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