LOJAS AMERICANAS S.A.

Publicly-Held Company

CNPJ/ME nº 33.014.556/0001-96

NIRE: 33.300.028.170

Rua Sacadura Cabral, nº 102 - Saúde

CEP 20081-902 - Rio de Janeiro, RJ

MATERIAL FACT

Lojas Americanas S.A. (B3 Ticker: LAME3/LAME4) ("Lojas Americanas" or the "Company"), pursuant to Section 157, §4° of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ("CVM") Rule No. 358, dated January 3rd, 2002, as amended, hereby informs its shareholders and the market in general that, on July 14, 2020, the Company's Board of Directors approved the pricing of the restricted offering (the "Restricted Offering") by the Company of 135,000,000 preferred shares (the "Preferred Shares") and 108,000,000 common shares (the "Common Shares" and collectively with the Preferred Shares, the "Shares") to no more than 75 professional investors headquartered or resident in Brazil, to qualified institutional buyers (as defined under Rule 144A of the United States Securities Act of 1933, as amended (the "Securities Act") and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act) in accordance with CVM Rule No. 476, dated January 16, 2009, as amended ("CVM Rule 476"). The aggregate value of the offering is R$7,873.7 million.

The Restricted Offering of the Shares of the Company has not been and will not be registered under the Securities Act, or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.

In order to comply with CVM Rule 476 and to ensure the participation of current shareholders in the Offering, a priority right was given to existing shareholders of the Company to subscribe for up to all of the shares to be placed through the Offering pro rata to their shareholdings in the Company's capital ("Priority Offering"). Therefore, all of the Shares to be offered in the Offering were offered to existing shareholders first pursuant to the Priority Offering. The Priority

Offering of Shares occurring in Brazil concurrently with the Restricted Offering has not been and will not be registered under the Securities Act or under any U.S. state securities laws. Accordingly, the Priority Offering was only available to investors in the United States or to U.S. persons in reliance on exemptions from registration provided under the Securities Act.

This material fact notice is disclosed for informative purpose only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Company's securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Rio de Janeiro, July 14, 2020.

Carlos Eduardo Rosalba Padilha

Chief Investor Relations Officer/Diretor de Relações com Investidores

Attachments

  • Original document
  • Permalink

Disclaimer

Lojas Americanas SA published this content on 28 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2020 15:18:38 UTC