B2W Companhia Digital : Management Proposal

B2W - Companhia Digital

CNPJ/MF n° 00.776.574/0006-60

NIRE 3330029074-5

MANAGEMENT'S PROPOSAL

ORDINARY AND EXTRAORDINARY SHAREHOLDERS 'MEETINGS

APRIL 30, 2021

INDEX

ORDINARY GENERAL MEETING.......................................................................................................................	3
EXTRAORDINARY GENERAL MEETING.........................................................................................................	4
ANNEX I - DIRECTORS' COMMENTS ...............................................................................................................	6
ANNEX II - CANDIDATES TO THE BOARD OF DIRECTORS ....................................................................	45
ANNEX III - REMUNERATION OF DIRECTORS ...........................................................................................	52
ANNEX IV - AMENDMENT TO THE BYLAWS ..............................................................................................	78
ANNEX V - CONSOLIDATION OF THE BYLAWS .........................................................................................	79

B2W - COMPANHIA DIGITAL

CNPJ/MF n° 00.776.574/0006-60

NIRE 3330029074-5

Publicly-held Company

Shareholders,

Below, we present the management proposal ("Proposal") on the matters included in the agenda of the Ordinary and Extraordinary General Meetings of B2W - Companhia Digital ("Company") to be held, cumulatively, on April 30, 2021 ("Meetings").

They are available to shareholders for consultation, at the Company's headquarters during business hours, on the Company's Investor Relations website (https://ri.b2w.digital/), as well as on the websites of the Brazilian Securities and Exchange Commission (" CVM ") and B3 SA - Brasil, Bolsa, Balcão (" B3 "), copies of the documents to be discussed at the Meetings, including those required by CVM Instruction No. 481/09 (" ICVM 481 ").

Ordinary General Meeting

1. Taking the management accounts, examining, discussing and voting on the financial statements for the fiscal year ended on 12.31.2020.

We propose that the management accounts and the financial statements related to the fiscal year ended on 12.31.2020 be approved without reservation, as disclosed on 03.04.2021 on the websites of CVM and B3, through the Empresas.Net System, and also on the Company's website, and published in the "Official Gazette of the State of Rio de Janeiro" and in the newspaper "Valor Econômico" on March 12, 2021 (the "Financial Statements").

Pursuant to article 9, item III of ICVM 481, the information provided in Attachment I to this Proposal reflects our comments on the Company's financial situation.

The Company's Fiscal Council expressed itself in favor of the approval, by the Company's shareholders, of the management accounts and of the Financial Statements, according to the opinion disclosed, through the Empresas.Net System on March 8, 2020.

In addition, together with the Financial Statements, the management report, the opinion of the independent auditors and the opinion of the Company's Audit Committee, pursuant to ICVM 481, were duly disclosed and published.

According to the decision of the Collegiate of September 27, 2011 (CVM RJ 2010-14687), due to the determination of losses in the fiscal year ended on December 31, 2020, the Company is exempted from the presentation of the information required by article 9, sole paragraph, item II of ICVM 481.

2. Election of Members of the Board of Directors

We propose the reelection of the following members to the Company's Board of Directors, members of the slate recommended by the Company's Nomination Committee, pursuant to the provisions of Clause

2.4 of the Company's Voting Term and Assumption of Obligations dated November 13, 2006: Anna Christina Ramos Saicali, Miguel Gomes Pereira Sarmiento Gutierrez, Celso Alves Ferreira Louro, Jorge Felipe Lemann, Luiz Carlos Di Sessa Filippetti, Mauro Muratório Not and Paulo Antunes Veras, with a

mandate until the 2023 Ordinary General Meeting. We clarify that, pursuant to article 10 of CVM Instruction 481/09, the information regarding candidates for the positions of members of the Board of Directors supported by the Company's management are detailed in Annex IIto this proposal.

It is also noteworthy that, according to statements provided by the candidates, also observed by the Board of Directors, the [Messrs. Luiz Carlos Di Sessa Filippetti, Mauro Muratório Not and Paulo Antunes Veras] meet the independence criteria set out in the Novo Mercado regulations, a segment in which the shares issued by the Company are traded.

Under the terms of art. 141 of Law 6,404 / 76 and CVM Instruction 165/91, shareholders owning 5% of the Company's stocks may request that the election of the Company's Board of Directors be carried out using the multiple vote system. Considering the number of members that make up the Company's Board of Directors, in the event of adopting the multiple voting system, to ensure the election of a director, votes linked to more than 12.5% of the shares attending the Meetings would be necessary.

3. Establishment of the limit for the overall remuneration of directors.

We propose that the global compensation of the administrators, to be paid in the year 2021, be fixed at an annual amount of up to R $ 19,412,087.00 (nineteen million, four hundred and twelve thousand and eighty- seven reais), adjusted monthly by the IGP-DI , which, plus the amount of up to R$ 17,752,726.00 (seventeen million, seven hundred and fifty-two thousand, seven hundred and twenty-six reais), referring to expenses associated with the recognition of the fair value of stock options object of grant by the Company, totals up to R$ 37,164,813.00 (thirty-seven million, one hundred and sixty-four thousand, eight hundred and thirteen reais), for the administrators.

The necessary information for the due analysis of the proposal of the management's remuneration, as established by article 12 of ICVM 481 (including the information indicated in item 13 of Attachment 24 of CVM Instruction No. 480/09), are provided in Annex IIIto this Proposal.

We also inform that, at the Annual Shareholders' Meeting held in 2020, a global limit was approved for the remuneration of the management in the amount of R $ 36,615,781.00 (thirty-six million, six hundred and fifteen thousand, seven hundred and eighty-one), but the total annual amount of R$ 35,730,257.00 (thirty-five million, seven hundred and thirty thousand, two hundred and fifty-seven reais) was actually paid. The difference verified between the limits approved by the 2020 Annual General Meeting and the amounts actually paid to the global remuneration account attributed to the managers is mainly justified by the variable component of the remuneration, which is linked to specific performance goals of the managers and Company, which have not been fully affected.

Any differences between the values of the current Proposal and the previous proposal and those contained in item 13 of the Company's Reference Form, including in Annex III to this Proposal, are due to the non- correspondence between the period covered by the referred proposals (of the ordinary general meeting in question until the next ordinary general meeting) and the period covered by the Reference Form (fiscal year).

Extraordinary General Meeting

1. Amendments to the Bylaws.

We propose that the Company's Bylaws be amended, as detailed in Annexes IV and Vto this Proposal, so that the caput of Article 5 of the Company's Bylaws is amended to reflect the capital increases approved

by the Board of Directors, within the authorized capital limit, in meetings held on July 3, 2020, September 21, 2020, December 10, 2020 and February 12, 2021, as a result of the exercise of the options granted under the Stock Option Plan for Company shares, approved on August 31, 2011. The amendment also contemplates the private capital increase approved by the Board of Directors within the authorized capital limit, approved on September 21, 2020, as also detailed in Annexes IV and Vto this Proposal.

2. Consolidation of the Bylaws

We propose that, in view of the changes proposed in item 1, the consolidation of the Company's Bylaws be approved, in the form of Annex Vto this Proposal.

Rio de Janeiro, March 30, 2021.

The management

B2W - Companhia Digital