Lojas Renner S A : Report on the Brazilian Code of Corporate Governance 2023

Report on the Brazilian Code

of Corporate Governance

2023

Sede da Companhia. Porto Alegre/RS

Introduction

The Brazilian Corporate Governance Code is a document that, in line with the corporate governance codes which are reference in the world, adopts the "practice or explain" model in relation to 54 good governance practices. The Code Report is required of all companies registered in category A, by CVM Resolution 80/22 (which revoked ICVM 586/17).

Companies, through the Code Report, indicate whether they follow the 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 Board

Ethics and Conflict of Interests

Lojas Renner S.A.

Among the most adherent to the

Brazilian Code of Corporate Governance

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

Since 2019, we have 98.1% adherence to the practices recommended by the Report, while the average adherence of companies in 2022 was 62.6%.

		Adherence Level
2023									98.1%
2022									98.1%
2021									98.1%
2020									98.1%
2019									98.1%
2018									96.2%

Governance Report - 2023

Shareholders

BoardofDirectors

Executive Board

Control and Supervisory

Board

Ethics and Conflict of

Interest

TOTAL

Company's Headquarters. Porto Alegre/RS

Practices	Yes	No	Parcial	N/A	Page
12	8	1	0	3	4
12	12	0	0	0	7
8	8	0	0	0	13
10	9	0	0	1	16
12	11	0	0	1	21
54	48	1	0	5

3

Shareholders

Index

		4
Principle	Recommended Practice	Adopted / Explained
1.1.	1.1.1. The company's capital stock shall be comprised of	YES.
Shareholding
common shares only.	Explanation dismissed.
Structure
1.2.	1.2.1. Shareholders agreements should not be bound to the
Shareholders	exercising of voting rights by any member of management or	Not applicable.
Agreements	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.
	manual for facilitating and stimulating participation in
1.3. General	general meetings.
Meeting
1.4.1. The board of directors shall prepare a critical analysis of	YES.
	the advantages and disadvantages of the defensive
	measure and its characteristics and above all, the activation	Explanation dismissed.
	triggers and price parameters, if applicable, explaining them..
	1.4.1. The board should critically analyze the advantages and	YES.
1.4. Defense	disadvantages of the defensive measure and its features,	Implemented. The Board of Directors' critical analysis of defensive measures
Measures	and in particular the triggering triggers and pricing	in the Company's Bylaws can be found on the Company's Investor Relations
	parameters, if applicable, and explain them.	page at lojasrenner.mzweb.com.br > Corporate Governance > Overview.

Shareholders

Index

			5
Principle	Recommended Practice		Adopted / Explained
			NÃO.
			In 2005, Lojas Renner was the first Brazilian corporation with 100% of its shares traded
	1.4.2 Clauses that make it impossible to	remove the	on B3, without a controlling shareholder, when it entered the Novo Mercado, the
	highest level of governance of B3 - Brasil, Bolsa, Balcão. At that time, it was
	measure from the bylaws, the so-called	'fundamental	understood that such a provision would give more security to shareholders that there
	clauses', should not be used.		would be no significant changes in the Company in this then new "format" and that, if
			it happened, the shareholder would not be harmed in his investment. The Company
			believes that the standing clause, provided for in paragraph 11 of Article 39 of the
			Bylaws, still holds the same importance, justifying its maintenance.
			YES.
			Implemented. The rules for determining the price of the public tender offer are
1.4. Defense			described in paragraph 2 of Article 39 of the Company's Bylaws, which determines
Measures			that the acquisition price in the Tender Offer of each share issued by the Company
			may not be less than the highest value between (i) the economic value determined
	1.4.3 If the bylaws provide for a public tender offer	in an appraisal report; (ii) one hundred and twenty percent (120%) of the issue price
	(OPA) whenever a shareholder or group of	of the shares in any capital increase carried out through public distribution that
	shareholders directly or indirectly attains a material	occurred in the period of twenty-four (24) months prior to the date on which it
	interest in the voting capital, the rule for determining	becomes mandatory to carry out the Tender Offer pursuant to Article 39, duly
	the offer price must not impose premium increases	updated by the IPCA until the time of payment; and (iii) one hundred and twenty
	substantially above the economic or market value of	percent (120%) of the average unit price of the shares issued by the Company during
	the shares.	the period of ninety (90) days prior to the Tender Offer on the stock exchange where
	there is the highest volume of trading of the shares issued by the Company.

Therefore, the Company understands that there is no substantial increase in the price of the shares, considering that the 20% premium is within market parameters. The Bylaws can be consulted on the Company's Investor Relations page, at lojasrenner.mzweb.com.br > Corporate Governance > Bylaws, Regulations, Codes, Stock Plans and Policies.