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    LAME4   BRLAMEACNPR6

LOJAS AMERICANAS S.A.

(LAME4)
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Lojas Americanas S A : 28/Apr - Extraordinary General Meeting (06.10.2021) - Management Proposal

04/29/2021 | 12:28pm EDT

LOJAS AMERICANAS S.A.

CNPJ/ME No. 33.014.556/0001-96

NIRE 3330002817-0

MANAGEMENT PROPOSAL

EXTRAORDINARY GENERAL MEETING

JUNE 10, 2021

1

INDEX

EXTRAORDINARY GENERAL MEETING .........................................................................................................

3

ANNEX I - PROTOCOL AND JUSTIFICATION..................................................................................................

7

ANNEX II - INFORMATION ON THE PARTIAL SPIN-OFF ............................................................................

8

ANNEX II.1 - PRO FORMA FINANCIAL STATEMENTS .................................................................................

9

ANNEX II.2 - REPORT OF THE INDEPENDENT SPECIAL COMMITTEE ................................................

10

ANNEX III - WITHDRAWAL RIGHT.................................................................................................................

11

ANNEX IV - STATUTORY AMENDMENTS ......................................................................................................

14

ANNEX V - CONSOLIDATION OF THE BYLAWS ..........................................................................................

17

2

LOJAS AMERICANAS S.A.

CNPJ/ME N. 33.014.556/0001-96

NIRE 3330002817-0

Publicly held Company

Dear Shareholders,

We present below the management's proposal ("Proposal") on the matters on the agenda of the Extraordinary General Meeting of Lojas Americanas S.A. ("Company") to be held on June 10, 2021 ("Meeting").

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 bulletin (custodian or bookkeeper), given the greater simplicity of such procedure. The Company also informs that it will accept, exceptionally for this Meeting, as a way to facilitate the participation of its shareholders at distance, mandate instruments, distance voting ballots and other documents only by e-mail, without firm recognition, notarization or consularization.

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

Extraordinary General Meeting

1. Approval of the Protocol and Justification

Articles 224 and 225 of Law No. 6,404/76 state that the conditions and justifications of division operations must be described in the Protocol and Justification to executed by the management of the companies involved.

It is proposed that 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" executed on April 28, 2021 by the management of the Company and B2W - Companhia Digital ("B2W"), that establishes the general basis of the partial spin-off of the Company ("Partial Spin-Off"), followed by the conveyance of the spun-off portion to B2W. The Protocol and Justification constitutes Annex Ito this proposal.

The main terms of the Partial Spin-Off, as required by Article 20-A of ICVM 481, are described in Annex

  1. to this proposal.

3

2. Approval the Partial Spin-Off

It is proposed that the Partial Spin-Off be approved, so that all operational assets and liabilities of Lojas Americanas that make up the spun-off portion, indicated in the Protocol and Justification ("Spun-OffPortion"), are merged into B2W, under the terms and conditions established in the Protocol and Justification.

According to the provisions of item III of Article 137 of Law No. 6,404/76, there are no withdrawal rights when, in a spin-off, the spun-off assets are transferred to a company whose predominant activity coincides with that resulting from the corporate purpose of the spun-off company as is the case. However, according to the relevant scholars' understanding in the sense that, in the spin-off with the conveyance of the spun-off portion into an existing company, the rules relating to the merger shall prevail (Art. 229, §3 of Law No. 6,404/76), the withdrawal rights will be guaranteed to the shareholders of Lojas Americanas who dissent from the resolution, in relation to the common shares of which they are holders on April 28, 2021. The Company's preferred shares meet the liquidity and dispersion criteria set out in Article 137, II of Law No. 6,404/76 and, therefore, there are no withdrawal rights in relation to them.

The amount to be paid as refund will correspond to the value of the net equity of Lojas Americanas, calculated based on the Company's balance sheet raised on December 31, 2020, to be approved at the annual general meeting to be held on April 30, 2021, in proportion to the Spun-Off Portion. This amount corresponds to BRL 6.54 per common share of the Company, notwithstanding the right to request the preparation of a special balance sheet.

Because B2W is controlled by the Company, in accordance with the CVM's recommendation contained in CVM Legal Opinion No. 35 of September 1, 2008 ("CVM Opinion No. 35"), an independent special committee was constituted in B2W, with the task of negotiating the exchange ratio applicable to the operational combination of the companies' business, and submitting its recommendations to the Company's Board of Directors. B2W's independent special committee was formed by the three independent directors in office, in compliance with the provisions of the Company's Voting Term and Other Covenants and CVM Opinion No. 35, with a view to protecting the interests of the Company's minority shareholders ("B2W Independent Committee").

The B2W Independent Committee, once installed, hired, as its legal advisor, Yazbek Advogados, that received directly from the management of the Company and of B2W, the information required to support the B2W Independent Committee in negotiating the transfer to B2W of the spun-off portion as a result of the Partial Spin-Off.

Moreover, Banco de Investimentos Credit Suisse (Brasil) S.A. ("Credit Suisse") was hired by the B2W Independent Committee to (i) act as its exclusive financial advisor in the negotiation of the terms of the transfer to B2W of the Spun-Off Portion as a result of the Partial Spin-Off, through an increase in B2W's share capital ("Spun-OffPortion Transfer") and (ii) prepare a fairness opinion on the financial adequacy

4

to the minority shareholders holders of B2W's common shares, deemed collectively as a group, of the exchange ratio underlying the Spun-Off Portion Transfer.

Upon completion of negotiations between the B2W Independent Committee and Lojas Americanas, the B2W Independent Committee submitted to B2W's Board of Directors its recommendation of the exchange ratio referred to below.

The Companies' Boards of Directors are of the opinion that the exchange ratio negotiated and recommended by the B2W Independent Committee, approved by them, reflects the best valuation of the companies, by their respective management, in a fair and selfless manner, taking into account the nature of their activities, inserted in a set of economic, operational and financial assumptions applicable to them. Therefore, subject to the terms and conditions provided herein, they propose the consummation of the Partial Spin-Off in such a way that the shareholder of the Company, holder of 1 (one) common share or 1 (one) preferred share issued by the Company, receives, as a result of the merger of the Spun-off Portion into B2W, 0.18 common shares issued by B2W ("Exhange Ratio"). They would therefore be issued in total by B2W, 339,355,391 common shares, in favor of the shareholders of the Company, subject to the adjustments referred to under the Protocol and Justification.

The proposed structure of unification of the operations of the companies, without changing its ultimate control structure, benefits the shareholders of both Companies, who become or remain, as the case may be, direct shareholders of the combined company, notwithstanding the equity interest of the shareholders of the Company in the Company, which is maintained.

The information required by article 20 of CVM Instruction No. 481/09 constitue Annex IIIto this Proposal. In the event of approval of the Partial Spin-Off by the General Meeting, the Company's management proposes that the officers be authorized to perform all additional acts that are necessary for the implementation of the Partial Spin-Off, including the subscription, by its officers, on behalf of the shareholders of the Company, of the new shares to be issued by B2W.

3. Capital Reduction

Once approved, the Partial Spin-Off will result in a capital reduction in the amount of BRL 5,264,260,302.19, from BRL 12,586,508,679.90 to BRL 7,322,148,377.71, without the cancellation of shares.

We propose to amend the caput of Article 5 of the Company's By-laws, to reflect the increase in the share capital approved by the Company's 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 share capital resulting from the Partial Spin-Off, as also detailed in Annex IVto this Proposal.

4. Consolidation of bylaws

We propose that the Company's By-laws be consolidated in the form of Annex Vto this Proposal.

5

Disclaimer

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 16:27:06 UTC.


© Publicnow 2021
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Sales 2021 26 295 M 5 057 M 5 057 M
Net income 2021 808 M 155 M 155 M
Net Debt 2021 1 954 M 376 M 376 M
P/E ratio 2021 13,5x
Yield 2021 1,42%
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EV / Sales 2021 0,63x
EV / Sales 2022 0,51x
Nbr of Employees 34 000
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Last Close Price 7,82 BRL
Average target price 27,53 BRL
Spread / Average Target 252%
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Managers and Directors
Miguel G. Pereira Sarmiento Gutierrez Chief Executive Officer & Director
Carlos Eduardo Rosalba Padilha Director-Finance & Investor Relations
Carlos Alberto da Veiga Sicupira Chairman
Vanessa Claro Lopes Independent Director
Paulo Alberto Lemann Director