LOJAS AMERICANAS S.A.

Public Held Company CNPJ/ME no. 33.014.556/0001-96

NIRE 3330002817.0

Minutes of the Meeting of the Board of Directors of Lojas Americanas S.A. ("Company" or "LASA") held on February 19, 2021.

1.

Date,Timeand

Venue: On February 19, 2021, at

11:00

a.m.

by conference call, pursuant to paragraph 3 of article 10 of the Company's Bylaws.

  • 2. Call and Presence: Call waived due to the presence of all members of the Board of Directors.

  • 3. Board: Chairman: Mr. Eduardo Saggioro Garcia; Secretary: Mr. Miguel Gomes Pereira

Sarmiento Gutierrez.

4. Resolutions: After a presentation (attached) ("Preliminary Material") on the merits of a potential operational combination of the businesses of the Company and its controlled company B2W - Companhia Digital ("B2W", or, jointly with LASA, the "Companies"), with the objective of maximizing the customer experience in a new journey of value creation for the Companies ("Transaction"), the Board of Directors determined that (i) the Transaction be studied and all relevant materials be prepared for future decision making; (ii) the Preliminary Material be presented to the Board of Directors of B2W; and (iii) if there is a favorable decision by the Board of Directors of B2W to move forward with further and deeper studies, a material fact be published to inform on the start of the negotiations between the Companies.

5. Conclusion: There being no further matters to be discussed, the meeting was adjourned, and the present Minutes were drawn up, read, found to be correct, and signed by the Directors attending the meeting: Carlos Alberto da Veiga Sicupira; Eduardo Saggioro Garcia; Claudio Moniz Barreto Garcia; Paulo Alberto Lemann; Paulo Veiga Ferraz Pereira; Sidney Victor da Costa Breyer; e Vanessa Claro Lopes.

This is a faithful copy of the original drawn up in the Company's proper book.

Miguel Gomes Pereira Sarmiento Gutierrez

Secretary

1

A New Journey For The Americanas Universe

WHAT ARE WE CONSIDERING?

Potential Operational Combination of Americanas and B2W

Accelerating our Evolution to a

Fully Integrated Americanas Universe…

…Creating a Frictionless Experience for our Clients

"To be even more relevant in the day-to-day life of clients"

WHY ARE WE DOING THIS NOW?

Rapid Changes in Consumer Behavior

The World

Has Changed…

  • - Covid-19 Pandemic

  • - More people staying at home

  • - Growing use of digital services

    • • Shopping Online

    • • Digital Payments

    • • On-demand Deliveries

    • • Streaming Content

    • • Video Conferences

    • • ...

…And We Have Evolved to Offer a More Convenient Client Experience

PHYSICAL

Notes: Online to Offline (O2O)

O2O

INTEGRATION & INNOVATION

DIGITAL

BETTER PROXIMITY GREATER CONVENIENCE

NEW EXPERIENCES

RATIONALE OF THE TRANSACTION

Unique Opportunity to Accelerate Our Evolution

Independent Development Built a Successful Ambidextrous Organization…

1929 40 82 99 03 05 06 10 14 15 16

18

20

21

22

23

...

…Then We Designed Three Growth Horizons For the Future

H3

Significant Expansion Explore options and invest for disruptive innovation

H2 Secular Growth

Expand and accelerate growth in digital commerce

H1 Cash Generation

Optimize existing businesses with continuous improvement

…Giving Birth to IF, our Engine of Innovation

IF PURPOSE:

Create and accelerate disruptive businesses through new technologies, establishing an ongoing relationship with the innovation ecosystem

…That Developed Ame, Our Mobile Platform

Banking

15 mm

Product Marketplace and Services

Downloads

…Which Increased Our Reach Through Key Partnerships

Acquirers

Extending Beyond Our Platforms To Nearly 3 Million Merchants

Technology Platforms

Card Networks

Credit

Off us

…and Created LET'S, Our Nationwide Logistic Platform

Providing a Key Competitive Advantage to Integrate Physical and Digital Channels

Number of DCs Urban Hubs

22

+200

Ship from Store

(#Locations)

#Cities

(24h delivery)

Transportation

(#vehicles)

+5,000

+1,000

+22,000

This Strategy Generated Massive Value Creation…

GMV in 3Q20

GMV Growth since 1999

R$ 3.4 bn EBITDA in 3Q20

EBITDA Growth since 1999

R$ 46 mm Active Clients in 3Q20 43,900% Shareholder return since 1999

(+80 mm clients registered)

…Which Successfully Grew Across Different Environments

1999

2000

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 3Q20

(LTM)

…and Produced Strong Profitability

3,391

Note: (1) Not adjusted by inflation

(LTM)

…and Resulted in an Optimized Capital Structure in 2020

R$ 8.6 bn

Equity Raised 2020

R$ 5.5 bn

(US$ 1.0 bn)

Debt Issued 2020

OUR VISION FOR A COMBINED FUTURE

More Firepower to Maximize Value for Clients

A New Journey to Maximize Client Experience…

Transition to

One Powerful Platform

BETTERASSORTMENT

Optimizing the Use of

Data & Analytics

FASTERDELIVERY

Unifying Our Inventories

MORE

CONVENIENCEMore Social Relevance

Innovation

Entrepreneurship

Income Generation

Employability

Social & Environmental Responsibility

…Leveraging Data to Create Better Value and Client Experiences

Notes: 3Q20 LTM Figures

(1) Monthly Active Users

CUSTOMIZED CRM

…Unleashing a More Powerful Integrated Advertising Business

INTEGRATED

ADS PLATFORM

…And Integrated Inventories, Getting Closer to the Client +1,700

Flexible Fulfillment Platform

Higher Density

Deliver Even Faster

More Convenience

Better Availability of Assortment

…Creating a Strong Network Effect to Attract, Integrate and DevelopThis Combination Also Creates a More Powerful M&A Engine…

Accelerate Existing Businesses

Dominate New Segments

Attract New Companies Bring Talents with Different Skills

Unlock Exponential Growth

...That We Can Accelerate Beyond Our Recent Successful Acquisitions

…Expanding Our Universe Exponentially

TAM

Source: IBGE 2017

Note: (1) Total retail sales in Brazil considers retail trade categories of (i) non-specialized trade, (ii) products, beverages and tobacco, (iii) fabrics, haberdashery, clothing and footwear, (iv) fuels and lubricants and (v) trade of other products in specialized stores + trade of vehicles, parts and motorcycles categories. Not considering wholesale trade categories, which sum an additional of R$1.7 trillion. TAM = Total Addressable Market

What's Next?

  • 1 Assemble an Independent Committee (B2W)

  • 2 Study, Propose and Negotiate Terms

  • 3 Independent Committees' Recommendation

  • 4 Call EGMs (Shareholder Meetings: Americanas & B2W)

  • 5 EGMs to Evaluate the Transaction

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Disclaimer

Lojas Americanas SA published this content on 19 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 February 2021 22:22:03 UTC.