LOJAS AMERICANAS S.A. Publicly Traded Company Corporate Taxpayer Registry/ME No.: 33.014.556/0001-96 NIRE 3330002817.0 Minutes O

LOJAS AMERICANAS S.A. Publicly traded company Corporate Taxpayer Registry/ME no.: 33.014.556/0001-96 NIRE 3330002817.0

Minutes of the Fiscal Council Meeting of Lojas Americanas S.A. (“Company”), which began on November 11, 2019 and ended on November 29, 2019.

1. Date, time and place: Started on November 11, 2019, at 8:30 am, suspended, and closed on November 29, 2019, by conference call.

2. Call and Attendance: All previously summoned, the meeting of the Fiscal Council began. Present, by conference call, the effective counselors, Ricardo Scalzo, Vicente Antônio de Castro Ferreira, Marcio Luciano Mancini and Domenica Eisenstein Noronha.

3. Board Members: Chairman: Ricardo Scalzo; Secretary: Marlô Schmidt Cupertino.

4. Resolutions: The members of the Fiscal Council unanimously decided, highlighted the abstention of Mrs. Domenica Eisenstein Noronha, in the form of the attached statement, express a favorable opinion on the approval of the Company's capital increase by the Board of Directors, as authorized by Article 5, Paragraph 4 of the Company's Bylaws; in the amount of two hundred and twenty eight million, nine hundred and nineteen thousand, four hundred and forty two reais and thirty eight cents (BRL 228,919,442.38); issuing 5,211,026 new common shares and 10,260,362 new preferred shares, all nominative and without par value, for the price of BRL 12.19 per common share and BRL 16.12 per preferred share, price fixed pursuant to art. 170, §1, III of Law No. 6,404/76, based on the average closing quotations of the Company's shares in the last 20 trading sessions of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), weighted by trading volume, from October 29, 2019 to November 27, 2019, inclusive, with a 20% discount on the amount determined. The issue price will be fully allocated to the capital stock.

The Company's management has clarified that the adoption of different prices for common and preferred shares issued by the Company is justified; as prescribed by CVM Guidance Opinion No. 5, because the quotations of the common and preferred shares on the market are significantly different and both types have relevant trading volumes. As for the discount, its application was justified to stimulate the adhesion of the Company's shareholders to the capital increase, given the current volatility of the securities market. At the request of the members of this Fiscal Council, the Company's management asked its legal advisors for an opinion on the legal format it proposes to adopt; which has been presented and supplemented to also include examples of other companies that have adopted similar assumptions in their capital increases.

In view of the resolution taken at this Meeting, regarding the proposal to be approved at the Board of Directors' Meeting to be held in due course, the opinion that integrates the minutes of this meeting is approved and attached.

5. Closing: There being no further business to discuss and no one speaking, the meeting was adjourned and these minutes were drawn up, read, unanimously approved, and signed by all present.

Ricardo Scalzo President

Vicente Antonio de Castro Ferreira Marcio Luciano Mancini

Domenica Eisenstein Noronha

Marlô Schmidt Cupertino Secretary

ANNEX I

LOJAS AMERICANAS S.A. Publicly traded company Corporate Taxpayer Registry/ME no.: 33.014.556/0001-96 NIRE 3330002817.0

Opinion of the Fiscal Council

Pursuant to the discussions held at a meeting held on this date, the Fiscal Council of LOJAS AMERICANAS S.A., in the use of its legal and statutory duties, in compliance with the provisions of article 166, II of Law No. 6,404/76, favorably approves the approval; by the Company's Board of Directors, as authorized by Article 5, paragraph 4, of the Bylaws, of the Company's capital increase, in the amount of two hundred and twenty eight million, nine hundred and nineteen thousand, four hundred and forty two reais and thirty eight cents (BRL 228,919,442.38);, with the issuance of 5,211,026 new common shares and 10,260,362 new preferred shares, all nominative and without par value, for the issue price of BRL 12.19 per common share and BRL 16.12 per preferred share, which price is set pursuant to art. 170, Paragraph 1, III of Law 6,404/76 and to be fully allocated to the capital stock.

Rio de Janeiro, November 29, 2019

Ricardo Scalzo

Vicente Antonio de Castro Ferreira Marcio Luciano Mancini

Rio de Janeiro, November 11, 2019.

To the Chairman of the Fiscal Council of Lojas Americanas S.A., Mr. Ricardo Scalzo

I, Domenica E. Noronha, fiscal advisor elected by the minority shareholders of Lojas Americanas S.A. ("Company") hereby declare my abstention from voting regarding the approval of the capital increase through the use of interest on the Company's equity, as discussed and materials presented to the Fiscal Council via the lntralinks portal and discussed at meetings via teleconference on November 1, 4 and 11.

As clarified by the opinion prepared by BMA Advogados, it is only for the Fiscal Council to express its opinion on its legality and not on the merits of the resolution. In this sense, the analysis of the legality of a capital increase goes through two aspects: the cause of the capital increase and the process of formation of the issue price.

Regarding the first aspect - cause of the capital increase - the justifications presented by management for the capital increase seem to me to be consistent with the Company's economic and financial situation; and the advantage of taking advantage of the tax benefit of declaring interest on equity without causing a deterioration of your cash position. All of this is linked to the Company's investment needs given the competitive environment in which the Company operates.

However, regarding the price formation process, I understand that the material provided by the Company is not satisfactory to verify the effective compliance with art. 170, in particular paragraph 7 thereof.

Analysis of the supplementary material presented by the Company has shown that the use of a negative goodwill in such a subscription is commonly adopted to encourage underwriting by current shareholders; and the suggested percentage of 20% appears to be reasonable and based on a history of discount precedents in similar situations.

The only question that arises, however, is the differentiation in treatment between the two classes of issuance of the Company. There is no doubt that current legislation authorizes differential treatment. It is only necessary to analyze whether the justifications for this are plausible. In this case, under the Company's By-Laws (in force for many years) the Company's common and preferred shares enjoy the same rights, including any distribution of earnings; and equal participation in the tag along event, the only distinction being the voting power that only the common shares (Article 5). In the event of this capital increase, interest on equity to be declared and paid will be made in proportion to the interest of all shareholders in the capital. That is, the money from this capital increase comes from the Company itself and was distributed according to the proportion of capital and not by market price criteria. The reasons given do not seem to justify that price formation follows a different logic.

Accordingly, the recognition of the same economic rights of the shares is statutory and I understand that it implies the same economic treatment for both classes, especially in the case of a transaction promoted and implemented with resources ultimately derived from the economic results of the Company itself. Therefore, a differentiated subscription price, even if using some parameter linked to the stock price of each class, treats the classes differently and thus violates this statutory principle. Therefore, there should be a strong justification for the differential treatment in the definition of the issue price, which, in my view, has not been demonstrated by Management.

It should be noted that, unlike the legal opinion presented herein, the Board member understands that the Company's common shares have no liquidity, especially when compared to preferred shares; (Average daily trading volume of common shares is equivalent to 25% of preferred shares volume in 2019 - source: Economatica, the Company's common shares are not part of stock 1 market indices). The revised legal opinion presented on November 8 th now argues for the liquidity of common shares, but uses short periods (one month or even a specific day); clearly distinct from the technical criteria adopted in the lbrx Brasil 100 Index Methodology (available on the 83 website). I believe that a stock can only be considered liquid if it belongs to market indices or is to be considered for inclusion (when there is still 12 months of history, as in the case of IPOs), which is not the case.

The legal opinions presented mention some market precedents. However, the counselor reviewing the precedents presented understands that none of them is in fact exactly equivalent to the specific case, for the following reasons:

- Centrais Elétricas Brasileiras S.A. (Eletrobras) has different share classes with dividend rights and interest on equity, and both share classes are part of market indices (capital increase in 2019 and 2011;

- Companhia de Gás de São Paulo - Comgás pays dividends and interest on equity in different amounts for common and preferred shares. Capital increases to incorporate special goodwill reserve;

- JB Duarte and Battistela are companies that do not have any share class as part of market indices and JB Duarte still pays dividends and interest on equity differently between the classes;

- Telebras is a company that has no history of payment of dividends or interest on equity in the last 10 years and its shares are not part of market indices;

- Tim Participações had differential treatment of preferred stock dividends, so much so that in the capital increases mentioned in 2007. 2008 and 2009 only preferred shares received dividends. Capital increases to incorporate special goodwill reserve;

- Ambev S.A. also in the capital increases mentioned (2011, 2012 and 2013 where the company has a capital structure with two classes of shares) there were distinct payments of earnings between common and preferred shares;

Therefore, the counselor understands that none of the precedents set by management or in legal opinions is exactly the case: common and preferred shares that have the same economic rights (earnings and even tag along); and which have a share class considered net and market index share and another class not; and a capital increase being made concomitantly with the payment of earnings (in this case interest on equity) with a discount to encourage underwriting by current shareholders.

There are, in fact, precedents in the opposite direction of the management proposal beyond the Banco Bradesco S.A. case cited in the discussions. For example ltaúsa - Investimentos ltáu S.A. - where both common and preferred shares receive the same dividend, only the preferred shares are part of the market index and whose preferred shares are tagged at 80%; (when in the Company is 100%) and which regularly makes declarations of dividends or interest on equity with capital calls applying a large discount, and using the same subscription price for both classes.

This is the first time the Company has made a capital increase linked to a statement of interest on equity (thus encouraging the shareholder to reapply his provision and his economic right to the Company's results), therefore, the counselor understands to be adequate all care and analysis of the economic justifications of price determination as determined by art. 170 of Law 6404/76. Even to demonstrate to the market that, despite not being within the best governance rules in the country (Novo Mercado segment of 83), the Company values governance, equality and transparency in the treatment of its shareholders. I understand that this is fundamental to

2 the broad access to the capital market, something of great importance to the Company.

In conclusion, the Board member considers that the justifications presented by the Company's Management are unsatisfactory for the purpose of art. 170, paragraph 7, of Corporate Law.

Best Regards.

RIO DE JANEIRO Largo do Ibam, n° 1 – 4° andar | 22271-070 phone +55 21 3824-5800 | phone +55 21 2262-5536 | [email protected] SÃO PAULO Avenida Presidente Juscelino Kubitschek, 1455 - 10º andar | 04543-011 phone +55 11 2179-4600 | phone +55 11 2179-4597 | [email protected] BRASÍLIA SHS Quadra 6 - Conjunto A - Bloco E, 19º andar - Complexo Brasil 21 – Asa Sul | 70316-902 phone +55 61 3218-0300 | phone +55 61 3218-0315 | [email protected]

M E M O R A N D U M

DATE: November 3, 2019 TO: Lojas Americanas S.A.

FROM: BMA Advogados REF.: Diversity of issue prices in one capital increase

M E S S A G E

Dear Sirs,

1. We refer to your query on the diversity of issuance prices as a function of the different types of shares to be issued by Lojas Americanas S.A. (“LASA”) in a capital increase to be disclosed in due course.

2. The question addressed could be summarized as follows: can publicly-held companies with two or more share classes or shares that perform capital increases set different issue prices for each type or class? At first, it might perhaps seem logical that the issue price of the share capital increase, when issued several classes or species, should occur with the establishment of a single price for all shares. However, as will be shown below, the diversity of emission prices in the same capital increase seems perfectly legitimate - or; more than that, the proper procedure, in the best interest of the shareholders of each class or species and of the company as a whole -; when the various types of shares to be issued (i) have significantly different quotations in the market and (ii) have liquidity.

3. As described in §1 of art. 170 of Law 6,404 / 76, shares issued in capital increases must have their issue price set based on the three criteria established therein; that is, according to the value of the shareholders' equity, the Company's profitability prospects or the market share price. This reference to the three criteria is intended to avoid unjustified dilution of the interest of former shareholders or, to put it another way, to

1 obtain the lowest possible capital cost with the issue of shares. In the case of publicly-held companies, the “stock market quotation” parameter will represent the principal of the three mentioned above, because the feasibility of capitalization through the securities market is always linked to the quotation of their securities; even when the book value or the outlook for profitability (the latter in management's view) are not reflected in the quotation for any reason.

4. The two-price issue seems, strictly speaking, not only perfectly justified, but in fact the only really appropriate criterion. On the one hand, unification of the price based on the higher price between the two species will inevitably lead to the frustration of the subscription of the quoted shares at a lower price, as the issue price will be higher than the market value; making underwriting economically unreasonable and ultimately thwarting the increase as the ratio of common and preferred shares may even exceed the legal limit. On the other hand, by issuing the shares at the lowest price between the two types, the capital cost of the company will be unreasonably increased; raising funds at a price lower than the market would be willing to pay for the most valued shares (in this case, the preferred shares), which would be a questionable decision of the managers, since obviously contrary to the company's interest.

5. Needless to rule out, of course, any attempt to set the price in the range between the highest and lowest quotations; since this would have as a strange consequence both management's criticism factors becoming justified: in this case, holders of preferred shares would subscribe at a lower price than they would accept to pay, and holders of common shares would remain uninterested in the increase; frustrating him in every way to the detriment of the company's interest.

6. It is no less obvious, on the other hand, that holders of ordinary shares cannot be required to make an economically unjustified decision, that is, to subscribe for shares at a higher price than they could buy them in the secondary market, only to supposedly make an increase possible. The whole theory of conflict of interest under corporate law highlights the fact that the manager and even the controlling shareholder cannot put their individual economic interest before the interest of the company. This does not mean, however, that they are forced to make economically unjustified decisions, as would the unification of the issue price and the subsequent subscription of the increase, despite the inadequacy of the price, all leading to the frustration of the increase.

7. This is specifically the case with LASA, as currently the preferred shares represent 66.37% of the total capital of the company; that is, only a fraction of a percentage point below the upper limit, which would obviously be exceeded if, in the capital increase, there was no full subscription of the common shares (exactly because of this same number, it is legally impracticable to think of partial approval of the increase in common shares, if partially frustrated).

8. Such discussion of the issue price when two types of shares were present was the subject of analysis by the Brazilian Securities Commission as of the occasion of the preparation of Guidance Opinion No. 5, in 1979; The first subscriber to this memorandum participated in the preparation of this report, as responsible for the consulting area of the CVM Legal Superintendence. At the time, it was concluded, with the support of the Board, and by the above arguments, that different emission prices could be set when the following requirements were met: (i) significantly different market quotations and (ii) significant indices of negotiability.

9. This qualification established by the CVM is practically self-justifying: if, in fact, there is price disparity between the two species, and such disparity is actually sanctioned by the market, by the significant liquidity of the shares; (i.e., the fact that the shares of both types have a negotiation that allows them to conclude that their prices are the result of a continuous and reasonably deep market); setting a double price is the appropriate legally (and, of course, also economically, as it turned out) criterion. Thus, in fact, the CVM concluded, as excerpts highlighted below:

“In short, we have to adopt the procedure of setting a single issue price for shares that, of different types, have different quotations in the market, will entail; the unfeasibility of capitalization of the company through the market (due to the non- full subscription of capital increases); sometimes an illogical high cost of capital (when one of the types of shares is placed at a price significantly lower than its quotation); Now, an unjustified shaking in the equity of the holders of the types of shares issued that may be placed at a price lower than the value of their quotation.

(...) 16. Considering, therefore, (a) that the philosophy of all new legislation resides in enabling the capitalization of companies through the securities market; (b) that the faithful observance of the three parameters set forth in § 1 of art. 170 of Law 6,404 / 76 will always result in a diversity of issuance prices if there are several types of shares to be issued by a company and several if they have the respective quotations of such types of shares; and (c) the adoption of the single issue price criterion for shares of various types and various quotations would make it impossible to place them on the market with serious losses to the company and its shareholders; It does not seem possible to deny legitimacy to the criterion of adopting more than one issue price in the event of shares that, of various types and quotations, a company intends to issue.

10. In the same vein, more recently, in CVM Case No. RJ 2010/16884, the CVM Board, following the statement of the technical area, stated that “the single issue price causes unequal treatment between common and preferred shareholders”.

11. The Reporting Director Otavio Yazbek, when dealing with the issue price fixing in his vote, in CVM Case RJ 2010/16884, states that:

“19. However, it is worth mentioning: as Bradesco's management judged that the best criterion for defining the issue price was that of item III of § 1 of art. 170, only if the "market conditions" so demanded should the discounts of both species be different and, as I said: the average used in the Capital Increase does not seem to me to reflect the "market conditions" applicable to either common shares or preferred shares. 20. On the other hand, it should not be ignored that, in some cases, it may not be possible to use the quotation of the various species and classes as a parameter for setting the issue price. One might think, for example, of a company with only one kind of liquid stock. Here, however, the issue lies with the liability that lies in determining which of the legal criteria should be used or in determining how that criterion should be applied beyond the class or net type.

21. In any event, it seems to me beyond dispute that this was not the case with the Company's common shares and preferred shares - both of which were apparently liquid even though the preferred shares were significantly more than the common ones. If not, why would the quotation of common shares have been used as one of the average elements whose result represented the issue price? 22. It is for these reasons that I follow the position of the technical area regarding the company's non-compliance with the provisions of § 1 of art. 170 of the share law when setting the issue price of the Capital Increase.”

12. Applying these concepts and the firm understanding of CVM's administrative jurisprudence to the specific case, it should be recalled that LASA common and preferred shares have significantly different quotations, and with a relevant turnover in each type. Indeed, in addition to a price differential that caused the preferred shares to be quoted last Friday, by way of example; at a price 32.23% higher than that of common shares (which meets the requirement of significant price distinction), up to September 227,685,400 common shares were traded; financial volume of BRL 3.181 billion, showing equally relevant liquidity.

13. For no other reason, the last capital increase of LASA was carried out at different issuance prices1 for each type and, to the best of our knowledge, there was no questioning from shareholders.

1 Cf. Notice to Shareholders released March 9, 2017: The Preferred Share Price was set after the completion of the investment intent collection procedure with Professional Investors, conducted in Brazil, by the Restricted Offering Coordinators, pursuant to the Placement Agreement, and abroad, with Foreign Investors, by International Placement Agents, pursuant to the International Placement Agreement (“Bookbuilding Procedure”). The Preferred Share Price was calculated based on the indications of interest based on the quality and quantity of demand (by volume and price) for Preferred Shares collected from Professional Investors through the Bookbuilding Procedure; considering the quotation of preferred shares issued by the Company on BM & FBOVESPA. The price per Common Share was set based on the Preferred Price per Share after the completion of the Bookbuilding Procedure, applying a discount of 20.55%; which represents the average discount rate of the trading price of the common shares issued by the Company in relation to the trading price of the preferred shares issued by the Company in the last month prior to February 17, 2017; in order to assess, as faithfully as possible, the market price of the two types of shares issued by the Company, adequately reflecting the relative market conditions between these types due to the lower liquidity of the common shares compared to the preferred shares. The choice of price per Share criteria is justified to the 5 extent that; (i) the market price of the Preferred Shares to be subscribed was measured in accordance with the Bookbuilding Procedure, which reflects the value at which Professional Investors presented their investment intentions in the context of the Restricted Offer and; (ii) the market price of the Common Shares to be subscribed was determined based on the result of the Preferred Shares Bookbuilding Procedure, after applying a discount that reflects the market conditions observed for the common shares; and the preferred shares issued by the Company, assessed on a relative basis. Therefore, the issuance of Shares under this pricing criterion will not cause unjustified dilution of the Company's shareholders, pursuant to article 170, paragraph 1, item III, of the Brazilian Corporate Law. The participation of Professional Investors who are Related Persons in the Bookbuilding Procedure has been accepted, up to the maximum limit of twenty percent (20%) of the offered Shares. Considering that excess of demand was verified by 1/3 (one third) higher than the quantity of Shares offered; the placement of Shares to Professional Investors who are Related Persons was not permitted, and the investment intentions made by Professional Investors who are Related Persons were automatically canceled.

14. On the subject, by the way, other relevant publicly-held companies have made capital increases, once the requirements of CVM Guidance Opinion No. 05/1979, with different issuance prices, have been met. Thus, by way of example, in addition to the case of Bradesco mentioned above, the Management Proposal for the Extraordinary General Meeting of CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS:

“The issue price of the new shares will be thirty-five reais and seventy-two cents (BRL 35.72) for the new common shares and thirty-seven reais and fifty cents (BRL 37.50); for the new class “B” preferred shares. This amount was set as provided for in item III of paragraph 1 of article 170 of the Brazilian Corporate Law, without undue dilution; based on the weighted average quotation of shares issued by the Company verified at the close of the last 30 (thirty) B3 trading sessions prior to October 7, 2019 (inclusive); in relation to the average price weighted by the volume of shares traded in the period, and considering a discount of 15% (fifteen percent).

Negative goodwill is justified due to the estimated period of about 60 days between the date of the convening of the General Shareholders' Meeting and the end of the 30-day preference period; to ensure that this proposal will be attractive to investors, as there may be variation in the price currently practiced until the date of effective subscription and payment.

On October 11, 2019, the day before the Board of Directors approved this Management 6

Proposal, the common and preferred shares “B” were trading in the market at around BRL 34.80 and BRL 36.74; respectively, and the average of the last 30 trading sessions of B3 prior to October 7, 2019 (inclusive), in relation to the weighted average price of the volume of shares traded in the period, amounted to BRL 42.02 and BRL 44.11, respectively. Thus, the discount of 15% makes the offer price for the present capital increase proposal more compatible with current market prices and contemplates any risk of even non-relevant variations that may occur.

The adoption of the criterion used to determine the issue price of the new shares resulted from the Company's Management's conviction that, given the high liquidity of its shares, which are part of B3's main indices; Ibovespa (Elet 3 and Elet 6), Brazil Broad B3 Index - IbrA (Elet 3 and Elet 6), Brazil 50 Index - IBXL (Elet 3 and Elet 6), Brazil Index - IBXX (Elet 3 and Elet 6); Electricity Index - IEEX (Elet 3), Corporate Governance Trade Index - IGCT (Elet 3 and Elet 6), Corporate Governance Stock Index - IGCX (Elet 3 and Elet 6); Corporate Sustainability Index - ISE (Elet 3 and Elet 6), Value Index B3 - IVBX (Elet 3), Mid-Large Cap Index - MLCX (Elet 3 and Elet 6) and Public Utility Index - UTIL (Elet 3 and Elet 6), such criterion would represent the fairest value for the issuance of the new shares.

15. Thus, in the present case, the application of a single issue price would be contrary to the company's interest, potentially frustrating the increase; Besides not considering, as equitably imposed, the diversity of situations of the shareholders of each species, we understand that different prices should be used among the species; in order to avoid giving advantage to a certain group of shareholders (the preferred shareholders) or the frustration of the increase.

16. In fact, considering that the prices of LASA share species are noticeably disparate and both have significant liquidity, as already shown, the fixing of a single price would imply unequal treatment among shareholders of different types of shares, as set forth in CVM Guidance Opinion No. 5, 1979.

17. The considerations described herein are expressed based on the date of this document and refer solely to the subject matter herein, provided that, except as we may be required to do so, we are not responsible for updating our considerations in the future, including changes to applicable law after this date, even if such change may affect this analysis, the conclusions set forth herein or any other matter described in this letter. 7

18. The findings or interpretations contained in this document with respect to the matters described herein do not represent a guarantee or prediction that courts and other authorities, whether judicial or administrative, will not in the future adopt a different understanding with respect to such matters.

19. Our considerations are provided for the benefit of LASA and may not be used for any other purpose or disclosed to any third party without the prior written consent of our Office.

These being the considerations that seemed relevant to us at the moment, we remain at your disposal to provide any additional clarifications you may need.

Paulo Cezar Aragão Monique Mavignier

Ana Paula Reis BMA Advogados

M E M O R A N D U M

DATE: November 5, 2019

TO: Lojas Americanas S.A.

FROM: BMA Advogados

REF.: Diversity of issue prices in one capital increase

M E S S A G E

Dear Sirs,

In response to the request of the Chairman of the Fiscal Council of Lojas Americanas S.A. (“Lojas Americanas”), Mr. Ricardo Scalzo, we return to the issue of the capital increase of the company, in the light of the manifestation of abstention of a member of said body.

As stated at the conference call on 4 November p.p., it is necessary, first of all, to recall the fact that it is up to the Supervisory Board to judge the legality of management's acts, and not of their merits. In this statement, it was apparently intended to consider this distinction, recognizing the validity of the justification for the capital increase in the interest of the company.

In any case, in the statement presented, it was argued, on the contrary, that, regarding the price formation process, it would not be possible to verify compliance with art. 170 of Law 6,404 / 76 (“LSA”), and in particular the provisions of § 7 of the same article, which only provides that the increase must be justified in detail, clarifying the criterion adopted.

At this point, with due respect, there is misunderstanding in the interpretation of the legal text. There are, in the rule in question, two commands: one, requiring clarification of the criterion adopted for setting the issue price. This was done, and we dealt with the subject in our previous memo, showing that by taking care of a company that is perfectly liquid and stock traded; The criterion adopted - market price - is the most appropriate, either because the equity value does not capture the value of the enterprise, obviously superior to the assets that make up the asset, or because of the uncertainties usual in determining the company's profitability prospects. 1

Moreover, considering the characteristics of each type of share, which are identical with respect to the remuneration of common and preferred shareholders, it is obvious that the prospects for profitability are also identical, supposedly forcing the use of a single issue price.

It turns out that this apparent logical imperative involves all the problems highlighted in our previous memorandum, which justify the double issue price, that is; avoiding repetition in short, the single price is suboptimal for preferred shares, increasing the cost of capital to no avail; as it would allow the shares to be subscribed at a set price from a value lower than the daily market proves willing to pay; and, likewise, the single price tends to frustrate the very success of the increase as it would force holders of common shares to subscribe for shares at a higher price than they can buy them on the market.

The statement of abstention does not touch the first point, saying nothing about the disregard of not taking advantage of the possibility of issuing preferred shares at the best possible price; (i.e., the price fixed from the market price) considering these obvious economic aspects, which would represent a flagrant violation of the company's interest (which is up to the managers to respect and, of course, to the fiscal council itself).

As to the second point, the argument is raised that the controlling shareholder would have declared to guarantee the success of the increase by subscribing to any unsubscribed shares.

In this regard, some important considerations deserve to be highlighted: first, the commitment to subscribe for the unsubscribed shares stems only from the fact that, with the current ratio between common and preferred shares, the increase shall be fully subscribed otherwise it cannot be homologated; (which also precludes, as we said, partial approval), leading the controller to anticipate, for the benefit of all shareholders interested in achieving the capital increase, that the same - as proposed - will not be frustrated.

Second, the controller has a legal duty to make the company realize its corporate purpose (LSA, art. 116), but has no obligation to make economically irrational decisions, despite the rational option has full legal protection. In other words, the controller has not committed to guarantee any increase, but an increase that makes economic sense, and whose realization will revert to the benefit of all shareholders, including by virtue of the tax benefit recognized in the manifestation. Third, issuing common stock above market price is not a way to benefit the company, but, rather, it is a safe means of harming minority shareholders holding common shares, thereby undermining their right to exercise preemptive subscription rights at an 2 appropriate price.

The capital increase, carried out differently from the proposed one, could be seen as a way to dilute minority shareholders and increase the controlling interest, since, of course, there will remain all the shares that would belong to minority shareholders. Not by chance this exact hypothesis is expressly provided for in art. 1, VIII of CVM Instruction 323 as a case of abuse of the control power and subject to severe penalties, as it is a serious violation, not only for the controlling shareholder; but also for the administrators and the members of the Fiscal Council, also in the express terms of § 2 of art. 117 of the LSA. In fact, it is worth transcribing the rule that provides that the “issuance price of the shares in amounts substantially higher than the stock market price” is a serious misconduct.

Of course, it is not up to the managers and directors to approve such a suggestion, and it is worth recalling the vote of Director Otavio Yazbek on the issue:

“10. Here it is important to open a parenthesis to clarify what is to be understood, specifically with regard to this subject, by reference to social interest. Notwithstanding the difficult theoretical discussions about its meaning, the social interest, regarding the issue price fixing, corresponds to the highest value that makes possible the subscription of the total shares issued in the operation; so that the company can fully capture the amount it needs. In other words, the company's interest is, strictly speaking, to obtain the lowest possible capital cost in its equity financing.” (excerpt from the vote of the Reporting Officer Otavio Yazbek in CVM Case RJ 2010/16884, j. on 12/17/2013)

We have also shown in our previous statement that the fixing of a negative goodwill to encourage the subscription of shares, as stated in the proposal, does not correspond to a simple statement, even if it could be; as this practice is usual in the market, as everyone knows, and is justified by the volatility characteristic of the securities market at the moment, which happens in the case of Lojas Americanas common shares, with a corresponding volatility of 34.1% in the last 12 months, which is quite significant.

Without the worry of being exhaustive, just remember some examples of public companies that have practiced similar discounts.

Auction Name Date Value of Negative Goodwill BrasilBrokers S.A. 05/11/2015 28.43% Ideiasnet S.A. 02/12/2016 22% Duratex S.A. 06/13/2017 30% Tecnisa S.A. 08/16/2019 20% Gafisa S.A. 03.23.2017 15% + 3%

It is argued that no analyzes of legal alternatives, tax benefits or economic analyzes regarding price and market impact were presented. Nevertheless, the statement of abstention notes that “the management clarified the specific doubts about the structure of the proposal”; recognizing that the justifications presented for the capital increase “are consistent with the Company's economic and financial situation and the need to take advantage of the tax benefit”.

We emphasize, on the other hand, as previously mentioned, that it is difficult to maintain that the assumption of application of the hypothesis provided for in CVM Guidance Opinion No. 5 for the adoption of different prices is not present when; In this case, Lojas Americanas common shares had an average daily liquidity of approximately BRL 14 million in the last 12 months and were present - as well as the preferred shares - in all 247 B3 trading sessions in the period.

There is another way that demonstrates the relevant liquidity level of the Company's common shares: the capital is divided into 539.9 million common shares. There are around 40% of these shares outstanding. In the last 12 months, 242 million common shares were traded, corresponding to 40% of the total common capital and 112% of the free float. In other words, ordinary capital in circulation changes hands more than fully in a year. This corresponded to nearly one million trades.

Moreover, if we consider the last full month (October 2109), these numbers show even greater liquidity, with the presence in all 23 trading sessions held; and an average daily volume of approximately BRL 21 million, with 31.6 million common shares traded. In one month, about 1/7 of the free float of common shares changed hands. Which seems to us to demonstrate significant negotiation.

It was understood that common shares would not have liquidity when “compared” with preferred shares. The comparison, in this case, is wrong (in October, when the common shares ended represented 37% of the total preferred shares traded, showing comparability); It is appropriate to verify if the assumption of the application of CVM Guidance Opinion No. 5 is present in relation to the common shares, with the significant 4 negotiability of the action in question: the improper comparison with other shares was adopted; not even Lojas Americanas preferred shares would have liquidity, since the preferred share is only the 37th most traded share in B3, in light of the composition of the Bovespa index theoretical portfolio.

Note, by the way, still looking at the factual issue in the light of B3 data for the last available day (29/10), whereas Lojas Americanas common shares (LAME 3) are not only included in the current composition of the IBX-100 for an infinitesimal fraction of 0.003%, and therefore share No. 102 of the Brazil Broad Index published by B3; (Two more placements and LAME 3 would be part of the IBX-100 itself, which certainly will have happened in the past and will happen again in the future).

In addition, the question arises that only two double-price issuance precedents were mentioned, and only one of them would have had different prices. It is not accurate, and since the matter of collecting examples is beyond legal reasoning, we understand that it was not for us to replace the market knowledge of managers.

Below, fortunately, following the argument, a relevant number of cases in which companies with greater or lesser presence in the market had capital increases set at different issue prices. The list, without the worry of being exhaustive, indicates that it is not just two precedents:

Date Subscription Price Company Neg Cod Increase ON subscription PN Price COMGAS CGAS 04/26/2019 BRL 78.43 BRL 82.03 COMGAS CGAS 04/11/2018 BRL 60.00 BRL 57.86 COMGAS CGAS 04/20/2017 BRL 42.53 BRL 46.41 COMGAS CGAS 04/14/2016 BRL 35.12 BRL 38.12 COMGAS CGAS 04/29/2014 BRL 47.75 BRL 49.29 J B DUARTE JBDU 05/24/2016 BRL 6.23 BRL 4.38 BATTISTELLA BTTL 11/24/2016 BRL 12.11 BRL 9.95 TELEBRAS TELB 11/01/2019 BRL 117.59 BRL 39.02 TELEBRAS TELB 05/05/2017 BRL 37.10 BRL 28.68 TIM PART S/A TIMP 10/18/2007 BRL 11.24 BRL 7.69 TIM PART S/A TIMP 04/14/2008 BRL 7.59 BRL 5.78 TIM PART S/A TIMP 04/02/2009 BRL 6.12 BRL 3.00 TIM PART S/A TIMP 03/23/2011 BRL 8.41 BRL 7.06 AMBEV S/A ABEV 02/04/2013 BRL 89.94 BRL 93.07

AMBEV S/A ABEV 04/26/2012 BRL BRL 63.82 51.56 AMBEV S/A ABEV 03/29/2011 BRL BRL 44.96 37.85 ELETROBRAS ELET 01/12/2011 BRL BRL 27.01 22.61 Thus, it seems to us, in conclusion, and as previously stated, to perfectly regulate the deliberation taken, based on the legal text, the norms and precedents of the CVM.

Regards,

Paulo Cezar Aragão Monique Mavignier

Ana Paula Reis BMA Advogados