Lojas Renner S A : Report on the Brazilian Code of Corporate Governance 2022

Report on the Brazilian Code

of Corporate Governance

2022

Company Headquarters. Porto Alegre/RS

Introduction

Integrated into the regulation with the edition of CVM Instruction nº 586/2017, the Brazilian Code of Corporate Governance is a document that, in line with the corporate governance codes that are reference in the world, adopts the "practice or explain" model in relation to 54 good governance practices.

Companies, through the Report on the Code, indicate whether they follow good practices or explain the reasons for not adopting them, which are divided into the following categories:

Shareholders

Board of Directors

Executive Board

Control and Supervisory Bodies

Ethics and Conflict of Interests

Lojas Renner S.A.

1st and most adherent to the Brazilian Code of

Corporate governance

In 2018, we were the first company to deliver the Report on the Brazilian Code of Corporate Governance to the Securities and Exchange Commission (CVM) and the Company that most adhered to the document.

We maintained this position and, since 2019, we have 98.1% adherence to the practices recommended by the Report, while the average adherence of companies in 2021 was 58.7%.

					Historic Progress
2022															98,1%
2021															98,1%
2020															98,1%
2019															98,1%
2018															96,2%
0%	20%	40%	60%	80%	100%

Adhesion Level

2

Governance Report - 2022

Practices Yes No Partial N/A Page

Shareholders

Board of Directors

Executive Board

Control and Supervisory Bodies

Ethics and Conflict of Interests

TOTAL

12

8

1

0

3

4

12

12

0

0

0

7

8

8

0

0

0

12

10 9 0 0 1 14

12 11 0 0 1 19

54

48

1

0

5

Company Headquarters. Porto Alegre/RS	3

Shareholders

Index

		4
Principle	Recommended practice	Adopted / Explanation
1.1.	1.1.1. The company's capital stock shall be comprised of	YES.
Shareholding
comon shares only.	Explanation dismissed.
Structure
1.2.	1.2.1. Shareholder agreements should not be bound to the
Shareholder	exeercising of voting rights by any member of management	NOT APPLICABLE.
Agreements	or of the supervisory or control bodies.
	1.3.1. The executive board shall use the general meeting of
	shareholders to communicate and conduct the company's	YES.
	businesses, for which the management shall publish a	Explanation dismissed.
1.3.	manual for facilitating and stimulating participation in
general meetings.
General
Meeting	1.3.2. The minutes shall be conducive to the full understanding	YES.
	of the discussions held in the meeting, whether or not the
	facts thereof are drafted in summarized form, and enable the	Explanation dismissed.
	identification of the votes cast by the shareholders.
1.4.	1.4.1. The board of directors shall prepare a critical analysis of	YES.
the advantages and disadvantages of the defensive	Implemented. The critical analysis of the Board of Directors about defensive
Defensive	measure and its characteristics and above all, the activation	measures in the Company's Bylaws may be consulted by accessing the
Measures	triggers and price parameters, if applicable, explaining them.	Company's Investor Relations page, lojasrenner.mzweb.com.br > Corporate
		Governance > Overview.

Shareholders

Index

5

Principle	Recommended practice		Adopted / Explanation
				NO.
				In 2005, Lojas Renner was the first Brazilian corporation, that is, became the
				first publicly held corporation with no controlling shareholding bloc and 100%
				of its shares trading in the stock market upon the Company's admission to
		1.4.2. Clauses shall not be used which render impossible the	the Novo Mercado segment, the highest level of corporate governance of B3
		removal of the measure from the corporate bylaws, the so-	- Brasil, Bolsa, Balcão. It was understood at the time that such a provision
		called irrevocable clauses.	would provide greater shareholder security, any significant changes at the
		Company being unlikely when trading under this new format and in the event
				that this occurred, the shareholder would not suffer any loss on their
				investment. The Company believes that the irrevocable clause, provided for
				in paragraph 11 of Article 39 of the Bylaws, still retains the same importance,
				justifying its maintenance.
1.4.			YES.
Defensive			Implemented. The rules determining the public offering for acquisition of
Measures			shares are described in the paragraph 2 of Article 39 of the Company's
				Bylaws, which informs that the acquisition price in OPA of each share issued
		1.4.3. Should the bylaws determine the holding of a public	by the Company may not be less than the highest amount between (i) the
		offering for the acquisition of shares (POS) whenever a	economic value determined in appraisal report; (ii) one hundred and twenty
		shareholder or group of shareholders reach, either directly or	per cent (120%) of share issuance price in any capital increase made by
		indirectly, a material stake in the voting capital, the rule for	means of public offering occurred within a period of twenty-four (24) months
		setting the offering price should not impose increases in	prior to the date the performance of OPA becomes mandatory, under the
		premiums substantially above economic value or that of the	terms of this Article 39, duly updated by IPCA until effective payment; and (iii)

equities' market.	one hundred twenty per cent (120%) of average unit quotation of shares
issued by the Company during a period of ninety (90) days prior to the
	performance of OPA at stock exchange where highest trading volume for the
	shares issued by the Company occurs. The Bylaws be consulted by
	accessing the Company's Investor Relations page, lojasrenner.mzweb.com.br
	> Corporate Governance > Overview.