LOJAS AMERICANAS S.A.
CNPJ/ME No. 33.014.556/0001-96
Publicly held Company
EXTRAORDINARY GENERAL MEETING
The shareholders of Lojas Americanas S.A. ("Company") are hereby called to attend the Extraordinary General Meeting ("Meeting") to be held on June 10, 2021, at 10 a.m., in the auditorium attached to the Company's headquarters, located in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Coelho e Castro, 38, Saúde, ZIP20081-060, to resolve on the following agenda:
examine, discuss and approve the terms and conditions of the "Protocol and Justification of the Partial Spin-Off of Lojas Americanas S.A., with Conveyance of the Spun-Off Portion to B2W - Companhia Digital", signed by the management of the Company and B2W - Companhia Digital ("Protocol and Justification" and "Partial Spin-Off");
approve the Partial Spin-Off, with the conveyance of the spun-off portion of the Company to B2W - Companhia Digital, under the terms and conditions established in the Protocol and Justification, with the consequent reduction of the Company's share capital in an amount equivalent to the spun-off portion, without the cancellation of shares;
amend the caput of Article 5 of the Company's By-laws, due to the increase in the share capital approved by the Board of Directors, within the limit of the authorized capital, at a meeting held on April 19, 2021 and the reduction of the Company's capital due to the Partial Spin-Off;
consolidate the Company's By-laws in order to reflect the above amendment;
authorize the Company's directors to perform all acts necessary for the implementation of the Partial Spin-Off, including the subscription of the share capital increase of the merging company.
The documents and information relating to the matters to be discussed at the Meeting and the others provided for in the Instructions of the Brazilian Securities and Exchange Commission ("CVM") were submitted to the CVM, through the Periodic and Eventual Information System (IPE), pursuant to Article 6 of CVM Instruction No. 481/09, as well as made available to shareholders, at the Company's headquarters, on its Investor Relations website (https://ri.lasa.com.br/), and on the websites of B3 S.A. - Brasil, Bolsa, Balcão ("B3") (www.b3.com.br) and CVM (www.cvm.gov.br).
The shareholders may choose to exercise his/her/its right to vote through the distance voting ballot, pursuant to CVM Instruction No. 481/2009, by sending the corresponding ballot through their respective custody agents or directly to the Company, in accordance with the guidelines set out in item 12.2 of the Company's Reference Form.
The shareholder or his legal representative must attend the Meeting with documents proving for his identity.
Shareholders participating in the B3 Fungible Custody of Nominative Shares who wish to participate in the Meeting must present an updated statement of their shareholding position provided by the custodian institution.
Considering the current guidelines of the Ministry of Health and the Government of the State of Rio de Janeiro for the prevention and confrontation of Coronavirus (COVID-19), and aiming at the safety of its shareholders, the Company suggests that, in being possible, preference should be given to the use of the distance voting ballot for participation in the Meeting convened herein, mainly through its sending to service providers able to collect and transmit instructions for filling out the ballot (custodian or bookkeeper), given the greater simplicity of such procedure. The Company also informs that it will accept, exceptionally for this Meeting, to facilitate the participation of its shareholders at distance, powers of attorney, distance voting ballots and other documents only by e-mail, without firm recognition, notarization or consularization.
It is requested that, as far as possible, the instruments of mandate with special powers for representation in the Meeting referred to in this notice have the firm recognized and be deposited, at the Company's headquarters, in the Investor Relations Department or forwarded to the electronic address (email@example.com) until the day June 3rd 2021.
Rio de Janeiro, April 28, 2021.
Eduardo Saggioro Garcia
Chairman of the Board of Directors
Lojas Americanas SA published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 16:29:06 UTC.