LOJAS AMERICANAS S.A. CNPJ/ME No.: 33.014.556/0001-96 NIRE 3330002817-0

LOJAS AMERICANAS S.A. CNPJ/ME no.: 33.014.556/0001-96 NIRE 3330002817-0

MANAGEMENT PROPOSAL

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS

APRIL 30, 2020

TABLE OF CONTENTS

GENERAL ORDINARY MEETING ...... 3

EXTRAORDINARY GENERAL MEETING ...... 6

ANNEX I - COMMENTS OF THE OFFICERS...... 7

ANNEX II – CAPITAL BUDGET ...... 47

ANNEX III – ALLOCATION OF NET INCOME ...... 48

ANNEX IV - CANDIDATES TO THE BOARD OF DIRECTORS AND FISCAL COUNCIL ...... 53

ANNEX V – MANAGEMENT COMPENSATION ...... 62

ANNEX VI – STATUTORY CHANGES ...... 88

ANNEX VII – CONSOLIDATION OF THE BYLAWS ...... 95

LOJAS AMERICANAS S.A.

CNPJ/ME no. 33.014.556/0001-96 NIRE 3330002817-0 Publicly traded company

Dear Shareholders,

Below, we present the management proposal (“Proposal”) on the matters included in the agenda of the Ordinary and Extraordinary General Meetings of Lojas Americanas S.A. (“Company”) to be held, cumulatively, on April 30, 2020 (“Assemblies”).

Furthermore, regarding the current guidelines of the Ministry of Health and the Government of the State of Rio de Janeiro for preventing and coping with the Coronavirus (COVID-19), and aiming at the safety of its shareholders, the Company suggests that, if possible, to opt for the use of the remote voting ballot for participation in the Meetings now called, mainly by sending them to service providers able to collect and transmit instructions for filling out the ballot (custodian or bookkeeper), given the greater simplicity of such procedure. The Company also informs that it will accept, exceptionally, in these Meetings, as a way to facilitate the participation of its remote shareholders, mandate instruments, remote voting ballots and other documents only by e-mail, without signature recognition, notarization or consularization .

The Company clarifies that they are available to shareholders for consultation, at the Company’s headquarters during business hours, on the Company’s Investor Relations website (https://ri.lasa.com.br/en), as well as on the websites of the Brazilian Securities and Exchange Commission (“CVM”) and B3 S.A. - Brasil, Bolsa, Balcão (“B3”), copies of the documents to be discussed at the Meetings, including those required by CVM Instruction No. 481/09 (“ICVM 481”). General Ordinary Meeting 1. Taking the management accounts, examining, discussing and voting on the financial statements for the fiscal year ended on 12.31.2019.

We propose that the management accounts and financial statements for the fiscal year ended on 12.31.2019 be approved without reservation, as disclosed on 02.20.2020 on CVM and B3 websites, through the Empresas.Net System, and also on the Company’s website, and published in the “Official Gazette of the State of Rio de Janeiro” and in the “Valor Econômico” newspaper on February 28, 2020 (the “Financial Statements”).

Pursuant to article 9, item III of ICVM 481, the information set out in Annex I to this Proposal reflects our comments on the Company's financial situation.

The Company’s Fiscal Council expressed itself in favor of the approval, by the Company’s shareholders, of the management accounts and the Financial Statements, according to the opinion disclosed, through the Empresas.Net System, on February 20, 2020.

In addition, together with the Financial Statements, the management report and the independent auditors’ report were duly disclosed and published, pursuant to ICVM 481.

2. Capital budget.

In compliance with the provisions of article 25, paragraph 1, item IV, of CVM Instruction 480/09 (“ICVM 480”) and, for the purposes of article 196 of Law 6.404/76, we propose the adoption of the Capital Budget, for fiscal year 2020, in the form of Annex II to this Proposal.

The Company’s Fiscal Council expressed itself in favor of the capital budget proposal to be presented to the Company's shareholders, for approval, according to the opinion disclosed, through the Empresas.Net System, on 03.30.2020. 3. Examination, discussion and voting on the allocation of net income for the fiscal year ended on 12.31.2019.

We propose that the allocation of the Company’s net income for the year ended 12.31.2019 be approved, under the terms indicated in the Financial Statements and detailed in Annex III to this Proposal, prepared in accordance with article 9, paragraph 1, item II of the ICVM 481.

The Company's Fiscal Council expressed itself in favor of the approval, by the Company's shareholders, of the aforementioned proposal for the allocation of net income, contained in the Financial Statements under analysis, according to the opinion disclosed, through the Empresas.Net System, on February 20, 2020. 4. Definition of the number of members to compose the Board of Directors

The Company’s management proposes that the Board of Directors be composed of 7 (seven) effective members with a term of office for two (2) years, up to the 2022 General Ordinary Meeting. 5. Election of the members of the Board of Directors.

The Company’s management proposes the following list for the composition of the Board of Directors:

Name Effective / Substitute Carlos Alberto da Veiga Sicupira Effective Claudio Moniz Barreto Garcia Effective Eduardo Saggioro Garcia Effective Paulo Alberto Lemann Effective Paulo Veiga Ferraz Pereira Effective (Independent) Sidney Victor da Costa Breyer Effective (Independent) Vanessa Claro Lopes Effective (Independent)

Those appointed as independent members to the election of the board of directors, follow the criteria established by the Brazilian Corporate Governance Code.

The Company’s management clarifies that the candidates hereby appointed (i) are not prevented from assuming the positions for which they were elected, under the terms of article 37, item II, of Law 8,934/94, as well as they were not convicted of bankruptcy crime, of malfeasance, bribery concussion, embezzlement, against the public economy, public faith or property, or the criminal penalty that prohibits, even temporarily, access to public offices; (ii) are not condemned to the penalty of suspension or temporary disqualification, applied by the CVM, which makes them ineligible for the position of managing a publicly-held company; (iii) meet the requirement of unblemished reputation established by article 147, §3 of Law No. 6,404/76; and (iv) do not hold a position in a company that can

be considered a competitor of the Company and do not have, nor do they represent, a conflicting interest with that of the Company.

The shareholders or group of shareholders who wish to propose another slate to run for positions on the Board of Directors may do so, under the terms of the current regulations.

The minimum percentage of participation in the capital required to request the adoption of the multiple voting process for the election of the members of the Board of Directors is five percent (5%) of the Company’s capital. This option may only be exercised by the shareholders if the minimum notice of forty-eight (48) hours is observed in relation to the Meetings.

The information related to the candidates indicated by the company’s management, as established by article 10, item I, of ICVM 481 (items 12.5 to 12.10 of Annex 24 of ICVM 480), was provided in Annex IV to this Proposal. 6. Installation of the Fiscal Council.

We propose that the Fiscal Council should be installed, with a term of 1 (one) year, until the Annual General Meeting of 2021.

The Fiscal Council should be composed of 3 (three) up to 5 (five) members, so that the Company's shareholders shall nominate one or more candidates for the election of members of the Fiscal Council. Such indication must be accompanied by the information related to the candidates provided for in article 10, item I of ICVM 481 (items 12.5 to 12.10 of Annex 24 of ICVM 480). 7. Establishment of the limit for the overall remuneration of directors.

We propose that the global remuneration of the administrators, to be paid in the fiscal year 2020, be fixed at the annual amount of up to forty-seven million, one hundred and thirty eight thousand, five hundred and seventy-one Brazilian Reais (BRL 47,138,571.00), adjusted monthly by the IGP-DI, which, plus the amount of up to twenty-one million, three hundred and twelve thousand and sixty Brazilian Reais (BRL 21,312,060.00), referring to expenses associated with the recognition of the fair value of the stock options granted by the Company, in a total of sixty-eight million, four hundred and fifty thousand, six hundred and thirty-one Brazilian Reais (BRL 68,450,631.00), for administrators.

The necessary information for the due analysis of the proposal for the remuneration of the managers, as established by article 12 of ICVM 481 (including the information indicated in item 13 of Attachment 24 of CVM Instruction No. 480/09), are provided in Annex V to this Proposal.

We also inform that, at the General Ordinary Meeting held in 2019, a global limit was approved for the remuneration of directors in the amount of seventy-one million, three hundred and twenty thousand, eight hundred and seventy-six three Brazilian Reais (BRL 71,320,873.00), having actually paid the total annual amount of sixty-three million, two hundred and twenty-seven thousand, five hundred and twenty-three Brazilian Reais (BRL 63,227,523.00). The difference between the approved limit and the amount actually paid is mainly due to the amounts paid as variable remuneration and the number of administrators, which are related to specific performance targets of the managers and the Company.

8. Establishment of the limit for the overall remuneration of the Fiscal Council.

We propose that the remuneration of the fiscal councilors [corresponds to the legal minimum, so that the remuneration of each member in exercise of the Fiscal Council will correspond to ten percent of the average remuneration attributed to each Director, not counting benefits, representation fees and profit sharing. Extraordinary General Meeting

1. Statutory Amendment

a) Corporate Purpose

We propose that the Company's Bylaws to be amended, as detailed in Attachments VI and VII to this Proposal, to include new items, remaining the original basic activity unchanged, in addition to update the Company's commitments related to governance and sustainability, aligned with the practices already disclosed to the market, with a view to obtaining certification in System B.

The details of the corporate purpose referred to in the previous paragraph, since it does not represent a substantial change in the corporate purpose, but merely an addition to complementary activities or integrated to those already developed by the Company, does not entail the right of withdrawal provided for in article 137 of Corporate Law.

b) Company’s Management

We propose that the Company's Bylaws to be amended, as per detailed in Attachments VI and VII, updating the Company's management commitments related to governance and sustainability, aligned with the practices already disclosed to the market, aiming to obtain the System B certification. In addition, it proposes to change the number of members of the board of directors and to create the position of CEO, persuing to adapt the structure of the board to support the growth challenges established for the Americanas Universe - “everything, all the time, anywhere".

c) Capital Raise

We also propose to amend the caput of Article 5 of the Company's Bylaws, including the capital increases approved by the Board of Directors, within the authorized capital limit, in meetings held on July 23, 2019, September 30, 2019 and October 31, 2019, as also detailed in Annexes VI and VII to this Proposal.

2. Consolidation of the Bylaws

We propose that the consolidation of the Company’s Bylaws to be approved, in the form of Annex VII to this Proposal.

Rio de Janeiro, March 30, 2020.

Management

Lojas Americanas S.A.

Annex I - Comments of the Officers Base Date: 12.31.2019

(According to item 10 of Annex 24 of CVM Instruction 480, of December 7, 2009) 10.1 – General Financial / Equity Conditions

The financial information contained in items 10.1 to 10.9 of this annex is derived from the Company’s consolidated financial statements for the fiscal years ended on December 31, 2019, 2018 and 2017, prepared in accordance with accounting practices adopted in Brazil, including accounting pronouncements issued by the Accounting Pronouncement Committee (CPC) and international financial reporting standards (IFRS), issued by the IASB.

The analysis of the Officers clarifying the results obtained and the reasons for the variation in the values of the Company's balance sheet accounts constitutes an opinion on the impacts or effects of the data presented in the financial statements on the Company's financial situation and operating results. The Company’s Executive Board cannot guarantee that the financial situation and operating results obtained in the past will be reproduced in the future.

The terms “AH” and “AV” in the columns of certain tables in item 10 generally mean “Horizontal Analysis” and “Vertical Analysis”, respectively.

The information in this item 10 shall be read and analyzed together with our consolidated financial statements, available on our website (ri.lasa.com.br) and on the website of the Brazilian Securities and Exchange Commission (www.cvm.gov.br). a) general financial and equity conditions:

The Company has sufficient financial and equity conditions to implement its business plan and fulfill its short, medium and long term obligations, as well as to cover its cash, working capital and short, medium and long term investments, and also to maintain its financial and equity conditions at levels appropriate to the performance of its activities. Such needs are supported by the capacity to generate operating cash and third party resources.

Over the past three fiscal years, the variation in liquidity indicators improved in 2018 and 2017 following the growth of the Company’s operation, with a slight drop in 2019. The current liquidity ratio at the end of the years of 2019, 2018 and 2017 was 1.8x, 2.0x and 1.8x, respectively. The immediate liquidity ratio adjusted at the end of the years of 2019, 2018 and 2017 was 1.0, 1.2x and 1.0x, respectively.

As detailed below, our consolidated short and long-term loans and debentures decreased 2.29%, or BRL 349.4 million, from BRL 15,624.4 million on December 31, 2018 to BRL 15,275.0 million on December 31, 2019.

The Company’s Consolidated Net Equity at the end of 2019, 2018 and 2017 was BRL 7,379.9 million, BRL 6,286.1 million, BRL 6,106.3 million, respectively. The increase of BRL 1,093.7 million as of December 31, 2019 when compared to the year ended December 31, 2018 is mainly explained by the non-controlling interest in the capital contribution in the subsidiary B2W Digital, made on 08/19/2019, in the amount of BRL 935.5 million.

b) capital structure:

The Company’s capital structure is constantly evaluated and, when necessary, adjusted to face the market reality. In the opinion of Management, the current relationship between equity and third parties is appropriate to the activities developed and the sector in which it operates.

As of December 31, 2019, the Company’s short and long-term consolidated loans and debentures totaled BRL 15,275.0 million. Subtracting the total position of cash, cards, electronic debits, FIDC and checks in the amount of BRL 13,076.8 million from total loans, we find a net debt of BRL 2,198.2 million, against BRL 3,742.4 million on December 31, 2018. In 2019, net debt decreased 41.3% compared to 2018, an improvement of 0.6x EBITDA. The reduction in net debt was due to the public offering of shares by the Company and the capital contribution of non-controlling interests in subsidiary B2W Digital, in the amount of BRL 935.5 million.

As of December 31, 2018, the Company’s short and long-term consolidated loans and debentures totaled BRL 15,680.8 million. Subtracting the total position of cash, cards, electronic debits and checks in the amount of BRL 11,882.0 million from total loans, we find a net debt of BRL 3,742.4 million, against BRL 3,646.1 million on December 31, 2017. Although presenting nominal growth of 2.6%, there was a 0.1% drop in the net debt / EBITDA ratio, which was 1.3% in 2018 and 1.4% in 2017.

As of December 31, 2017, the Company’s short and long-term consolidated loans and debentures totaled BRL 15,624.8 million. Subtracting the total position of cash, cards, FIDC and electronic debits and checks in the amount of BRL 11,978.7 million from total loans, we find a net debt of BRL 3,646.1 million. In 2017, net debt decreased by 29.9% in relation to that presented on December 31, 2016. The reduction in net debt was due to the public offering of shares by the Company and the capital contribution of non-controlling interests in subsidiary B2W Digital. The Company’s consolidated net debt was 1.4x 2017 Adjusted EBITDA.

Years ended on: (Amounts expressed in thousands of Brazilian Reais) 2019 2018 2017

Total third party capital(i) 15,275,038 15,624,473 15,624,759

Total equity 7,379,873 6,286,125 6,106,261 Total financing 22,654,911 21,910,598 21,731,020

Third party capital ratio on total financing 67.42% 71.31% 71.90%

Equity to Total Financing Ratio 32.58% 28.69% 28.10%

(i) Corresponds to the sum of current and non-current loans and financing and debentures. c) ability to pay in relation to financial commitments assumed:

As of December 31, 2019 and December 31, 2018, the Company’s total cash, cards, electronic debits and checks were BRL 12,927.6 million and BRL 11,923.4 million, respectively. On December 31, 2019 and December 31, 2018, net debt totaled BRL 2,347.4 million and BRL 3,701.0, respectively. The reduction in net debt was due to the public offering of shares by subsidiary B2W.

As of December 31, 2018 and December 31, 2017, the Company’s total cash, cards, electronic debits and checks were BRL 11,923.4 million and BRL 11,978.7 million, respectively. The net debt totaled, on December 31, 2018 and on December 31, 2017, BRL 3,742.5 million and BRL 3,646.1 million, respectively. The variation shows stability in relation to the previous year, ratified, also, by the drop in the net debt / EBITDA ratio of 0.1%, between the respective years.

In order to face the uncertainties and volatility in the financial market, the Company has as a guideline to preserve cash and extend the debt profile. Over the past few years, several measures have been taken with this objective, such as: (i) creation of the credit rights investment fund (FIDC) in 2018, with

operations starting in 2019, of the Fenix II Fund, with equity of BRL 1,100.0 million, in order to guarantee credit card advances; (ii) the 13th issuance of long-term debentures, in 2019, with funding of BRL 1.0 billion. d) sources of financing for working capital and for investments in non-current assets used:

The main sources of financing for the Company over the past three fiscal years were: (i) cash generation through its operation, (ii) lines of loans with the main local and foreign banks and, in addition, the Company has the partnership with banks and development agencies to finance their expansion and innovation projects, (iii) issuance of debentures, promissory notes and other securities in the capital market (iv) public offering of primary distribution of shares and (v) discount of credit card receivables, that is, anticipation of the flow of receipt of sales that were made through credit cards. This type of operation may be through FIDC, card administrators or banks, this decision being at the discretion of the Company. For more information on loans and financing, see item 10.1 (f) and (g) below.

The Company also believes that these sources are sufficient to cover its needs for working capital and short and long-term investments, as well as to maintain its cash availability at levels appropriate to the performance of its activities.

For more information on the financial contracts entered into by the Company, see item 10.1 (f) below. e) sources of financing for working capital and for investments in non-current assets that the Company intends to use to cover liquidity deficiencies:

The Company intends to continue using the current sources of funds to meet any future cash needs. The Company has credit limits approved and not yet used with the main financial institutions in the country and believes that the local capital market would support new debenture issues. f) indebtedness levels and debt characteristics

The Company’s objective when managing its capital is to ensure the continuity of its operations in order to offer return to shareholders and benefits to other interested parties, in addition to maintaining an ideal capital structure to minimize the costs associated with it. The Company monitors the levels of indebtedness through the Net Debt / Adjusted EBITDA index, which, in its understanding, most appropriately represents its debt metric, as it reflects the consolidated net financial obligations of the available for payments, considering their generation operating cash flow. The Company’s solid financial position and its long-standing relationship with major financial institutions and the capital market guarantee it a very comfortable access to fundraising.

(i) Relevant loan and financing agreements

Loan and financing agreements with financial institutions:

Below is the breakdown of loans and financing in the consolidated view:

In thousands of Brazilian Reais 2019 2018 2017

In national currency

BNDES (a) 1,044,009 1,360,933 468,056

BNDES (a) 13,236 39,942 54,418

BNDES (a) 315,436 826,071 761,166

FINEP 257,770 318,076 271,725

Working capital 5,315,836 5,522,187 5,711,760

Swap Operation (1,907) - -

Commercial Promissory Notes (e) 1,082,870 1,239,809 1,154,371

FIDC (d) 1,039,107 - 1,222,364

In foreign currency (b)

Working capital (c) 548,886 1,317,000 1,632,204

Swap transactions (29,265) (102,904) -

Working capital (c) 488,190 434,720 -

Swap transactions 22,740 78,297 53,816

Cost of funding (IOF and others) (126,553) (126,431) (109,079)

9,970,355 10,907,700 11,220,801

Noncurrent installment 2,113,377 1,751,247 (8,124,317)

Current installment 7,856,978 9,156,453 3,096,484

(a) BNDES financing related to the FINEM program (opening and renovation of stores, logistics and technology), FINAME (acquisition of machinery and equipment) and PEC (Working Capital); b) Transactions in foreign currency are hedged against foreign exchange fluctuations through derivative financial instruments (note 4.1). (c) Funding in accordance with Resolution No. 2,770 of the Central Bank of Brazil (BACEN); (d) Represents the balance of the shares issued by Phoenix - FIDC. (e) Commercial Promissory Notes of which 1,800, with a nominal value of BRL 500, issued on 29/06/2017, maturing on 28/06/2022, remunerated at the rates of 115.3% p.a. of the DI rate, based on 252 business days, occurring payment of interest on final payment.

BNDES

The last agreement with BNDES was signed in April 2018 and provided for financing related to the FINEM (investments in opening and remodeling stores, logistics and technology), FINAME (acquisition of machinery and equipment) and PEC (Working Capital) programs during the years from 2016 to 2019.

The total debit balance of financing agreements with BNDES was BRL 1,372.7 million as of December 31, 2019.

FINEP

The agreements with FINEP were signed in 2015 and 2018 and provide for financing related to technological innovation, with a focus on product development and/or creation or improvement of processes, in the period between 2013, 2014 and 2015, for the agreement entered into in 2015. And 2018, 2019 and 2020 for the agreement entered into in 2018. The loans granted are guaranteed by bank guarantees.

The debit balance of the financing with FINEP was BRL 257.8 million on December 31, 2019.

Working capital

The Company obtains working capital loans from the main financial institutions in the country, substantially indexed to the CDI variation at usual market rates.

As of December 31, 2019, the balance of the Company’s working capital loans was BRL 6,352.9 million.

FIDC

Founded in 2018, with operations starting in February 2019, “Fênix FIDC do Varejo II” started operations, and issued 1,100,000 quotas with a par value of one thousand Brazilian Reais (BRL 1) [sic], of which 1,017,500 are senior quotas with target ceiling profitability corresponding to 106.50% of the DI variation and 82,500 subordinated quotas, of which 52,500 are subscribed by the Company and 30,000 are subscribed by the subsidiary B2W, totaling the senior shares and subordinated to a net equity of BRL 1,100,000 of the “Fênix FIDC do Varejo II”.

In June 2018, operations carried out through the Fênix Credit Rights Investment Fund of the Retail “FIDC" were closed. These operations had the specific purpose of acquiring the credit rights owned by the Company and the Subsidiary B2W (“Assignors”). The operations of the “FIDC” began in February 2011, with the 1st issue of senior shares and subordinated mezzanine shares and a final amortization term of 5 years. However, its operations were expanded, in June 2013, with the 2nd issue of senior shares and subordinated mezzanine shares, postponing the final amortization period to June 2018. As of December 31, 2017, Fênix FIDC do Varejo shares totaled BRL 1,222.3 million, of which BRL 1,171.4 million in Senior shares and BRL 51.0 million in Mezzanine shares.

Swap transactions

The Group uses traditional swaps with the purpose of canceling foreign exchange losses resulting from sharp devaluations of the Real currency (BRL) in view of these foreign currency fundraising.

The counterpart of these traditional swaps is the financial institution that provides loans in foreign currency (US dollars). These CDI-denominated swap operations aim to offset exchange rate risk by transforming the cost of debt (note 17) to local currency and local interest rates, varying from 118.9% to 122.6% of the CDI. As of December 31, 2019, these contracts have a reference value of BRL 212,834 in the parent company and BRL 1,046,167 in the consolidated (BRL 496,109 and BRL 1,632,433 on December 31, 2018, respectively). These transactions are matched in terms of value, terms and interest rates.

The Group intends to settle such contracts simultaneously with the respective loans. In this type of operation there are no contractual terms of margin call.

Promissory Notes

On June 29, 2017, the Company publicly distributed the 3rd issue of commercial promissory notes, in a single series, for a total global amount of BRL 900.0 million, with remuneration interest equivalent to 115.3% of the CDI per year and maturity in June 2022. The funds raised through promissory notes were used to extend the Company’s debt profile, within the scope of the ordinary management of its businesses.

On December 27, 2016, the Company’s 2nd issue of promissory notes, in a single series, was approved for public distribution with restricted placement efforts, pursuant to CVM Instruction No. 476, of January 16, 2009, as amended, in the total global amount of BRL 190 million. 190 promissory notes

were issued, with a par value of BRL 1 million, with a maturity of 1,095 days from the date of issue. The unit face value of the promissory notes will bear interest equivalent to 112% of the accumulated variation of the average daily rates of one-day CDI, over extra-group, as disclosed by CETIP. These promissory notes were liquidated in March 2019.

Long-term loans and financing by maturity year

Long-term loans and financing by maturity year are summarized according to the table below:

In thousands of Brazilian Reais Consolidated 2019 2018 2017 2019 - - 2,542,136 2020 - 2,707,174 3,121,713 2021 595,707 1,620,104 1,086,062 2022 1,506,379 2,708,700 1,352,645 2023 973,374 1,002,146 12,515 2024 3,589,526 872,281 6,363 2025 241,843 188,144 2,883 as of 2026 950,149 57,904 - 7,856,978 9,156,453 8,124,317

Issuance of debentures by the parent company Lojas Americanas S.A.

The Company has already carried out thirteen debenture issues, of which seven were in effect at the end of 2019. Issuances also in force are: 4th, 7th, 8th, 9th, 11th, 12th and 13th.

In 2011, the 4th issue of simple simple debentures, non-convertible into shares, with floating guarantee, in a single serie, was approved for public distribution, with restricted efforts. The total amount of the operation was BRL 500 million, intended for the re-profiling of existing debts and reinforcement of cash. In 2018, there was an amendment that changed the maturity of 2020, to 2024 and the remuneration interest from 113.0% of the CDI to 117.5% of the CDI.

In 2012, the 6th issue of simple debentures, non-convertible into shares, of unsecured type, in two series, was approved for public distribution, with restricted efforts for placement. The total amount raised was BRL 500 million, intended to reinforce the Company’s cash and extend its debt profile. These were liquidated on January 26, 2018.

At the end of year 2012, the Company completed the 7th issue of simple debentures, non-convertible into shares, of unsecured type, in two series, for public distribution, with restricted efforts for placement. The operation amounted to BRL 650 million, in order to extend the Company’s debt profile. The 1st serie, due in 2017, was liquidated and the 2nd shall mature in 2022.

In 2013, the 8th issue of simple debentures, non-convertible into shares, of unsecured type, in up to three series, was approved for public distribution, with restricted efforts for placement. The total amount of the operation was BRL 400 million, intended for the re-profiling of the Company’s debt. The series has a maturity in 2018 (1st series) which was settled on 07/15/2018, 2019 (2nd series) with early redemption on 07/25/2017 and in 2021 (3rd series).

In 2014, the 9th issue of simple debentures, non-convertible into shares, of unsecured type, in two series, was approved for public distribution, with restricted efforts for placement. The total amount raised was BRL 950 million, mainly intended to lengthen the Company’s debt profile, with the 1st series debentures being amended on the maturity date, which went from 2021 to 2024 and the granting of a

premium rate total optional early redemption and partial optional amortization according to maturity dates. The 2nd series debentures still matured in 2021.

In 2016, the 10th issue of unsecured, non-convertible debentures of the unsecured type, in a single series, was approved for public distribution, with restricted efforts. The total amount raised was BRL 300 million, intended to extend the Company's debt profile, within the scope of the ordinary management of its businesses. Its due date is in 2019.

In 2017, the 13th issue of simple debentures, non-convertible into shares, of unsecured type, in two series, was approved for public distribution, with restricted efforts. The total amount of the operation was BRL 1,500 million, intended to extend the Company’s debt profile, within the scope of the ordinary management of its businesses. The 1st series matures in 2022 and the 2nd series in 2024.

In 2018, the 12th issue of simple debentures, non-convertible into shares, of unsecured type, in two series, was approved for public distribution, with restricted efforts. The total amount of the operation was BRL 1,000 million, intended to extend the Company’s debt profile, within the scope of the ordinary management of its businesses. Its maturity is in 2023.

In 2019, the 13th issue of simple debentures, non-convertible into shares, of unsecured type, in two series, was approved for public distribution, with restricted efforts. The total amount of the operation was BRL 1,000 million, intended to extend the Company’s debt profile, within the scope of the ordinary management of its businesses. Its maturity is in 2026.

Registered Annual Type of Outstanding Value at value on financial In thousands Issue Date Due Date issue securities issue date 31/12/2018 charges 2019 2018 2017 in Brazilian Reais

4th Issuance 09/05/2011 09/0/2024 Public 50,000 500,000 450,000 117.5% CDI 450,270 450,390 461,812

6th Issuance - 01/26/2012 01/26/2018 Public 30,000 300,000 300,000 112% CDI Lame 16 - - 311,271 6th Issuance - 01/26/2012 01/26/2018 Public 20,000 200,000 200,000 112% CDI Lame 26 - - 207,514 7th Issuance - 12/21/2012 12/21/2022 Public 35,000 350,000 350,000 114.50% CDI Lame 27 350,342 350,493 350,530 8th Issuance - 07/15/2013 07/15/2018 Public 15,460 154,600 77,300 112% CDI Lame 18 - - 80,445 8th Issuance - 07/15/2013 07/15/2021 Public 20,000 200,000 200,000 IPCA + 6.9% Lame 38 137,394 206,778 209,005 9th Issuance - 06/25/2014 06/25/2024 Public 70,000 700,000 700,000 117.5% CDI Lame 19 700,422 700,608 700,628 9th Issuance - 06/25/2014 06/25/2021 Public 25,000 250,000 250,000 113% CDI Lame 29 129,081 194,399 261,962 10th Issuance - 11/21/2016 11/21/2019 Public 30,000 300,000 300,000 112% CDI Lame 10 - 302,242 302,484 11th Issuance - 04/15/2017 04/15/2022 Public 126,335 1,263,350 1,263,350 115% CDI Lame A1 1,278,051 1,282,085 1,284,404 11th Issuance - IPCA + 04/15/2017 04/15/2024 Public 23,665 236,650 236,650 Lame B1 7.0972% 247,058 248,967 253,975 12th Issuance - 04/20/2018 04/20/2023 Public 100,000 1,000,000 1,000,000 116% CDI Lame A2 1,010,758 1,013,511 - 13th Issuance - 01/10/2019 01/10/2026 Public 100,000 1,000,000 1,000,000 116.7% CDI Lame A3 1,030,466 - - 5,333,842 4,749,473 4,424,030

Borrowing costs (29,159) (32,700) (20,072) 5,304,683 4,716,773 4,403,958

Issuance of debentures by subsidiary B2W Digital

Composition In 2010, the 1st issuance of simple debentures, not convertible into shares, of the subordinated type, in a single series by B2W Digital, was approved. The total amount raised was BRL 200 million, intended to reinforce the subsuduary B2W Digital working capital. The debentures were subscribed entirely by its direct controller BWU and eliminated from consolidation. Currently, its due date is in 2022.

Type of Outstanding Value at Annual financial Issue Date Due Date 2019 2018 2017 issue securities issue date charges

1st Issuance 12.22.2010 12.22.2022 Private 200,000 1,000 125.0% CDI 200,214 200,246 200,265

Transaction

1st Private

Issuance On January 1, 2018 200,265 Amortization of interest (16,138) Financial Charges 16,119 On December 31, 2018. 200,246 Amortization of interest (15,130) Financial Charges 15,098 On December 31, 2019. 200,214

Information on debenture issues: The following are presented the debentures issued descriptions and which are effective as of December 31, 2019. Nature 1st private issue

Issue Date 12.22.2010 Due Data 12.22.2022 Amount issued 200 Unit price BRL 1,000 Annual financial charges 125.0% DI Convertibility Simple, non-convertible into shares Type and form Registered and book entry Amortization of unit value Full on the due date Payment of remunerative interest December 22 of each year (2011 to 2022) Warranty Does not have Permitted, provided that by common agreement between issuer and debenture holder Renegotiation

(ii) Other long-term relationships with financial institutions

In the fiscal years ended December 31, 2019, 2018 and 2017, the Company did not have any other long- term relationships with financial institutions other than those mentioned in this proposal and in the financial statements with the respective explanatory notes.

(iii) Degree of subordination between debts

The 4th debentures issuance has floating guarantees, while the other debts of the Company have no collateral.

(iv) Any restrictions imposed on the issuer, in particular, in relation to debt limits and contracting of new debts, the distribution of dividends, the sale of assets, the issuance of new securities and the sale of corporate control, as well as whether the issuer comes fulfilling these restrictions

The Company is subject to certain debt covenants contained in the loan and financing agreements and in the debenture issue deeds. These clauses include, among others, the maintenance of certain financial ratios, calculated based on the financial statements disclosed by Management. On December 31, 2019, 2018 and 2017, the Company complied with the obligations assumed in these agreements and complied with the debt covenants established therein.

Loan and financing agreements and debentures issuing instruments to which the Company is a party also have restrictions in relation to the distribution of dividends above the legal minimum if the Company is not in compliance with its obligations, disposal of assets and changes in corporate control.

Although not fully applicable to all contracts in force on this date, including with the stipulation of different limits for each agreement, the Company informs that it has “cross default” provisions in its current financial instruments.

Calculation of financial ratios (covenants) applicable to BNDES

The financing contract with the BNDES provides for the maintenance, during the term of the same, of the following financial ratios, related to the Company’s consolidated financial statements, calculated annually in a balance sheet audited by external auditors registered with the CVM Securities Commission:

a) Capitalization Level (Net Equity / Total Assets) greater than or equal to 9% (minimum level), with non-compliance flexibility up to 7%; b) Total Net Debt / Adjusted EBITDA less than or equal to 3.5.

For the purpose of calculating financial ratios, the following definitions apply:

Total Net Debt: Bank Loans / Financing + Debentures + Loan Payable + Onerous Tax Debt + Onerous Social Security Debt - Available - Accounts Receivable (Credit Card and Credit Rights Investment Fund - FIDC), with a discount of 5%.

Adjusted EBITDA: Operating income before interest, taxes, depreciation and amortization, other operating income / expenses, equity income, minority interest, statutory interest and discontinued operations.

The Company has been complying with the obligations assumed in this agreement, including the obligation to maintain financial ratios.

Calculation of financial ratios (covenants) applicable to the issuance of debentures and promissory notes

In its debentures financial agreements, which are the 4th, 7th, 8th, 9th, 11th, 12th and 13th issuance of debentures and the 3rd issuance of promissory notes, the Company is subject to the Consolidated Net Debt / Adjusted EBITDA financial index less than or equal at 3.5x, to be verified quarterly by the Fiduciary Agent based on the consolidated Quarterly Information regularly disclosed by the Company.

For the purpose of calculating the financial index, the following definitions apply:

“Consolidated Net Debt” means the sum of all the Company’s consolidated financial debts with individuals and/or legal entities, including loans and financing with third parties, issuance of fixed income securities, convertible or not into shares, in the local capital market and/or international, the amounts referring to the Company’s redeemable shares, as well as the differential payable for operations with derivatives less the sum of cash and cash equivalents (cash and financial investments), Credit Card Accounts Receivable and Accounts Receivable from Credit Rights Investment Fund(s) - FIDC (when consolidated), the latter two with a discount of five percent (5%) and the differential receivable for derivative transactions. It is ratified that, for the calculation of the Consolidated Net Debt, the effects of consolidated FIDC shall be considered in the Issuer’s Financial Statements, while unconsolidated FIDC shall not be considered.

“Adjusted EBITDA” means the sum (a) of the Company’s consolidated operating profit before deducting taxes, duties, contributions and interests; (b) the consolidated depreciation and amortization of the Company occurred in the same period; (c) other consolidated operating income (expenses), which occurred in the same period; (d) consolidated financial expenses deducted from the Company’s consolidated financial income for the same period; and (e) equity accounting. The result of the sum of sub-items (a), (b), (c), (d) and (e) of this paragraph will be calculated for the last twelve (12) months and calculated on the date of the most recent quarterly balance sheet of the Company. For the purposes of this definition and the consequent calculation of the Financial Index, the possible effects of calculating the adjustment to present value - AVP (article 184 of the Brazilian Corporation Law) should be ignored. The Adjusted EBITDA considered shall be the Adjusted EBITDA accumulated in the last twelve (12) months.

“Consolidated Net Financial Result” means the Company’s consolidated financial income less the Company’s consolidated financial expenses; the result of the subtraction provided for in this paragraph will be calculated for the last 12 months and calculated on the date of the most recent quarterly balance sheet of the Company. For the purposes of this definition and the consequent calculation of the Financial Ratios, the possible effects of the calculation of the adjustment to present value - AVP (article 184 of the Brazilian Corporation Law), the effect of the ICMS on the PIS and COFINS calculation basis should be ignored and the effect of IFRS 16/CPC 06.

Under the terms of the debenture issue deed of the 5th issue, the Company is subject to financial ratios (i) Consolidated Net Debt/EBITDA less than or equal to 3.5x and (ii) EBITDA/Consolidated Net Financial Result greater than or equal to 1.0x, both to be verified on a quarterly basis by the trustee based on the consolidated quarterly information regularly disclosed by the Company.

Calculation of financial ratios (covenants) applicable to working capital agreements

Under certain working capital contracts, the Company is subject to the financial index Consolidated Net Debt / Adjusted EBITDA less than or equal to 3.5x, to be verified quarterly or semiannually by the creditor institutions based on the consolidated financial information disclosed regularly by the Company.

The Company has been complying with the financial index obligations assumed in these agreements.

Other Restrictions and Limitations imposed by Financial Agreements

The Company has early maturity clauses in line with the usual market g) limits of financing contracted and percentages already used

Banco do BNDES BNDES BNDES FINEP FINEP Agreement Nordeste FINAME FINEM FINEM 12/05/2013 12/16/2013 03/12/2014 04/07/2015 04/13/2018 08/08/2018 Available contracted amount 93.4 29.1 734.9 42.9 1490.6 84.2 (BRL MM) Accumulated 23.2 19.8 734.9 42.9 0 0 Status on released value 12/31/2017 Percentage of 24.84% 68.04% 100.00% 100.00% 0.00% 0.00% use (%) Accumulated 89.8 19.8 734.9 42.9 718.8 26.2 Status on released value 12/31/2018 Percentage of 96.15% 68.04% 100.00% 100.00% 48.22% 31.12% use (%) Accumulated 89.8 19.8 734.9 42.9 720.3 52.4 Status on released value 12.31.2019 Percentage of 96.15% 68.04% 100.00% 100.00% 48.32% 62.23% use (%)

Banco do Nordeste (as of 12/05/2013): Opening/renovation of stores and opening and expansion of distribution centers in the period from 2013 to 2017.

BNDES FINAME (as of 12/16/2013): Acquisition of an executive aircraft.

BNDES FINEM (as of 03/12/2014): Opening/renovation of stores and opening and expansion of distribution centers in the period from 2013 to 2015.

FINEP (as of 04/07/2015): Development of 7 technology and innovation projects in the period from 2014 to 2016.

BNDES FINEM (as of 04/13/2018): Opening/remodeling of stores, strengthening of storage and distribution capacity, innovation in retail, energy efficiency and creation and strengthening of Private Brands in the period from 2016 to 2018.

FINEP (as of 08/08/2018): Development of 9 technology and innovation projects in the period from 2018 to 2020.

h) significant changes in each item of the financial statements

STATEMENT OF RESULTS FROM FISCAL YEAR

Description of the main lines of our result

 Gross Revenue

Revenues from sales of goods and services that include freight charged to customers are recognized when transferring ownership and risks to third parties, only at the amount the company expects to be entitled to in the transaction (its gross values and deducted from unconditional discounts, returns, adjustment to present value calculated on installment sales and sales taxes) and when the transfer of control of goods and services to customers occurs. In the subsidiary B2W maintained the hybrid model of digital platform (1P + 3P + Services), with continuous growth in sales from the Marketplace, where the Company figures as an intermediary and receives a commission on sales made by third parties. The commissioning model generates lower revenues than direct sales, but with significantly higher margins.

 Sales Taxes and Returns

o ICMS

The Tax on Circulation of Goods and Services - ICMS is a state tax levied on gross revenue at each stage of the production and marketing chain, called the normal regime. For operations in which there is a tax substitution regime, the tax is paid in advance, at the time of purchase of the goods, based on the purchase cost and the added value margin (Mark-up), determined by the authorities of each State. Prepaid taxes in the form of tax substitution are recorded on an accrual basis in the group of cost of goods sold, for retail operations.

The internal ICMS rates vary between 7% and 25% according to the legislation of each state and Brazilian region (North, South, Southeast, Northeast and Midwest). We operate in all Brazilian States.

o PIS and COFINS

The revenue from the sale of goods and services is subject to the rates of 1.65% for PIS and 7.6% for COFINS. We adopted the non-cumulative regime, being able to discount credits earned on purchases and other expenses.

 Sales Returns

The amounts related to sales returns made are recorded as deductions from gross operating revenue.

 Net Revenue

Net revenue corresponds to gross revenue less taxes on sales (ICMS, PIS, COFINS), returns and cancellations.

 Cost of goods sold and services rendered

The cost of goods sold is calculated based on the average acquisition cost and recorded on the date of transfer of control of the commercialized asset. In addition, we also account for the cost of goods for freight costs necessary to place the goods in conditions to be sold in the manner intended by Management.

 Expenses with sales

Our selling expenses arise from operations directly linked to the trade in goods. The main expenses are: personnel and occupation, which consist mainly of renting physical stores and distribution centers, and the effects of CPC 06 (R2)/IFRS 16.

 General Expenses e Administratives

General and administrative expenses are incurred in the management and support of operational activities. The main general and administrative expenses of the Company are personnel expenses and the depreciation and amortization of investments made and the effects of CPC 06 (R2) / IFRS 16.

 Other operational revenues (expenses) Other operating income (expenses) consist of provisions for contingencies, expenses with stock plans, employee participation, sale of investments, write-offs of disposal costs and related taxes on these disposals, in addition to indemnities to customers.

 Financial result

The financial result is the difference between financial income and expenses. The main groups that comprise the financial result are income from financial investments, interest and monetary variation on loans and financing, expenses with prepayment of receivables and effects of CPC 06 (R2)/IFRS 16.

 Income and social contribution taxes - current and deferred

For commercial activities, the provision for income tax and social contribution is levied on taxable income for the years at the rates of 15% for IRPJ, plus 10% of complementary IRPJ for profits above BRL 240 thousand per year, and 9% to CSLL. The Company’s effective rate is comprised of current income tax and social contribution and deferred according to the best accounting practices.

Effects of the initial adoption of CPC 06 (R2) / IFRS 16

In 2019, with the initial adoption of CPC 06 (R2) / IFRS 16, the rental agreements of the commercial units, with respect to the portion corresponding to the fixed rent, started to be recognized as the right to use real estate in non-active assets current against a lease liability, net of unearned interest, calculated on the debt brought to present value. In the result, the impact of the initial adoption reduced the sales expense occupation, by the corresponding portion of the fixed rent, increased the general and administrative expenses, by the recognition of the depreciation of the asset of the right to use real estate the financial expense by the appropriation of the lease interest, recognized by competence.

YEARS ENDED ON December 31, 2019 AND 2018 A.H.% 2019 A.V.% 2018 A.V.% 2019 x

In thousands of Brazilian Reais 2018 NET REVENUES FROM SALES AND SERVICES 18,956,331 100.0 17,689,862 100.0 7.2 Cost of goods sold and services rendered (12,061,659) (63.6) (11,630,229 ) (65.7) 3.7 GROSS PROFIT 6,894,672 36.4 6,059,633 34.3 13.8 Expenses with sales (2,841,996) (15.0) (3,029,007) (17.1) (6.2) General and administrative expenses (1,759,569) (9.3) (1,171,519) (6.6) 50.2 Other operational expenses (188,012) (1.0) (140,062) (0.8) 34.2 Financial result (1,375,646) (7.3) (1,413,517) (8.0) (2.7) Income tax and social contribuition (148,166) (0.8) (78,018) (0.4) 89.9 Net profit in the year 581,283 3.1 227,510 1.3 155.5 Net income attributable to the Company’s Shareholders 704,054 3.7 380,490 2.2 85.0 Interest of non-parent companies (122,771) (0.6) (152,980) (0.9) (19.7)

Net revenues from sales and services In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Net Sales and Services Revenue - Physical Commerce 12,356,260 65.2 11,349,903 64.2 8.9 Net Revenue from Sales and Services - E-Commerce 6,767,982 35.7 6,488,473 36.7 4.3

Others / Eliminations* (167,911) (0.9) (148,514) (0.8) 13.1

Total 18,956,331 100.0 17,689,862 100.0 7.2 * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sales among segments

Net revenue for the years ended December 31, 2019 and 2018 was BRL 18,956.3 million and BRL 17,698.9 million, respectively, representing an increase of 7.2% in 2019 compared to the previous year. In the physical retail segment, net revenue growth was 8.9%, reflecting the expansion of the store base, with the opening of 230 units in the period, and an increase in sales in stores over 12 months (growth “same stores”) of 5.0%. On the digital platform, it consolidated its hybrid business model (1P + 3P + Services), with continued growth in Marketplace sales, where the Company figures as an intermediary and receives a commission on sales made by third parties. The commissioning model generates lower revenues than direct sales, but with significantly higher margins. Accordingly, the Company analyzes the evolution of its sales by GMV, which considers sales of its own and third-party goods. In addition to operating gains, Net Revenue for the period was positively impacted by tax credits generated by the recognition of the unconstitutionality of the inclusion of ICMS in the PIS and COFINS calculation basis, as per the Material Fact disclosed by the Company on 12/20/2019.

Costs of Goods and Services

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Cost of goods and services sold - Physical Commerce (7,432,652) 61.6 (6,946,058) 59.7 7.0 Cost of goods and services sold - E-Commerce (4,756,354) 39.4 (4,813,573) 41.4 (1.2)

Others / Eliminations* 127,347 (1.1) 129,402 (1.1) (1.6)

Total (12,061,659) 100.0 (11,630,229) 100.0 3.7 * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sales costs among segments

The costs of goods and services for the years ended December 31, 2019 and 2018 were BRL 12,061.7 million and BRL 11,630.2 million, respectively, representing an increase of BRL 431.4 million, or 3.7%,

compared to the previous year. In physical retail, the variation in the cost of goods sold occurred on a smaller scale than the increase in net revenue, generating gains in gross margin. In electronic commerce, the negative variation occurred due to a different balance of the business model, with the rapid growth of sales from the Marketplace, where B2W figures as an intermediary and receives a commission on sales made by third parties.

Gross Profit

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Gross Profit - Physical Commerce 4,923,608 71.4 4,403,845 72.7 11.8 Gross Profit - E-Commerce 2,011,628 29.2 1,674,900 27.6 20.1

Others / Eliminations* (40,564) (0.6) (19,112) (0.3) 112.2

Total 6,894,672 100.0 6,059,633 100.0 13.8 * Others: Other activities that did not reach the minimum quantitative and qualitative parameters for separate presentation / Eliminations: gross profit between segments

As a result of the aforementioned factors, gross profit reached BRL 6,894.7 million on December 31, 2019, 13.8% (BRL 835.1 million) higher than that calculated until December 31, 2018, that is, BRL 6,059.6 million. The gross margin on December 31, 2019 was 36.4% of net revenue and 34.3% on December 31, 2018, an improvement of 6.1% compared to the gross margin seen in the previous year. The improvement in the gross margin was favored by the improvement in the operational efficiency of the stores and by the evolution of the various projects implemented by the Company such as: logistics, supply, pricing, own brands and promoters of financial products and services.

Expenses with sales

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Sale expense - Physical Commerce (1,761,679) 62.0 (1,928,748) 63.7 (8.7) Sale expenses - E-Commerce (1,120,760) 39.4 (1,095,587) 36.2 2.3

Others / Eliminations* 40,443 (1.4) (4,672) 0.2 (956.6)

Total (2,841,996) 100.0 (3,029,007) 100.0 (6.2) * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sale expenses among segments

On December 31, 2019, the Company’s selling expenses amounted to BRL 2,842.0 million against BRL 3,029.0 million on December 31, 2018, representing a reduction of BRL 187.0 million or 6.2%. The reduction in selling expenses in the physical retail segment was 8.7%, that is, BRL 167.1 million, mainly due to the reduction in occupancy expenses, due to the adoption of IFRS 16. In the e-commerce segment, sales expenses increased 2.3%, that is, BRL 25.2 million. This variation is mainly due to the growth in marketing expenses and the deduction of occupancy expenses, impacted by the initial adoption of CPC 06 (R2) / IFRS 16.

General and Administratives Expenses

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

General and administrative expenses - Physical Commerce (1,009,518) 57.4 (614,256) 52.4 64.3 General and administrative expenses - E-Commerce (736,902) 41.9 (557,144) 47.6 32.3

Others / Eliminations* (13,149) 0.7 (119) - 10,949.6

Total (1,759,569) 100.0 (1,171,519) 100.0 50.2 * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sale expenses among segments

As of December 31, 2019, the Company’s general and administrative expenses amounted to BRL 1,759.6 million, against BRL 1,171.5 million on December 31, 2018, representing an increase of BRL

588.1 million or 50.2%. The increase in general and administrative expenses in the physical retail segment was 64.3%, that is, BRL 395.3 million, basically represented by the 21.7% increase in depreciation and amortization expenses, i.e., of BRL 166.0 million, due to the increase in fixed assets due to the opening of stores in the Company’s expansion program, in addition to the depreciation of the right of use referring to CPC 06 R2/IFRS 16 in the amount of BRL 340.4 millions. In electronic commerce, the growth in general and administrative expenses was 32.3%, that is, BRL 179.8 million. This growth is based on the BRL 99.7 million increase in depreciation and amortization expenses, which is basically represented by the amortization of the development of websites and systems and, also, by the increase in legal indemnities and attorneys’ fees, in December 31, 2018, compared to the same period last year.

Other operational expenses

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Other expenses - Physical Commerce (100,259) 53.3 (97,742) 69.8 2.6 Other expenses - E-Commerce (46,597) 24.8 (45,007) 32.1 3.5

Others / Eliminations* (41,156) 21.9 2,687 (1.9) (1,631.7)

Total (188,012) 100.0 (140,062) 100.0 34.2 * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Other transactions among segments

As of December 31, 2019, the value of the other expenses of the Company was BRL 188.0 million, against BRL 140.1 million on December 31, 2018, representing an increase of BRL 47.9 million or 34.2%. The amounts basically arise from the constitution of contingency provisions, expenses from the Company’s stock plans and employee participation.

Financial result

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Financial result - Physical Commerce (827,584) 60.2 (850,193) 60.1 (2.7) Financial Result - E-Commerce (566,351) 41.1 (566,334) 40.1 0.0

Others / Eliminations* 18,289 (1.3) 3,010 (0.2) 507.8

Total (1,375,646) 100.0 (1,413,517) 100.0 (2.7) * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Financial result among segments

On December 31, 2019, the balance of the financial result was negative by BRL 1,375.6 million, against a negative BRL 1,413.5 million on December 31, 2018, representing an improvement of BRL 37.9 million or 2.7%. This variation is due to the positive impact of the CDI reductions on the Company’s debt charges, the effect of interest on lease caused by CPC 06 R2/IFRS 16, in addition to the net effects of the monetary restatement of ICMS tax credits on the basis of PIS and COFINS. It shall be noted that the Company's net debt decreased, when compared to the previous year.

Tax Return and Social Contribution

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H.%

Income and social contribution taxes - Physical Commerce (290,876) 196.3 (268,539) 344.2 8.3 Income tax and social contribution - E-Commerce 144,458 (97.5) 191,258 (245.1) (24.5)

Others / Eliminations* (1,748) 1.2 (737) 0.9 137.2

Total (148,166) 100.0 (78,018) 100.0 89.9 * Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: IR/CS on transactions among segments

On December 31, 2019, the Company’s income tax and social contribution amount was negative by BRL 148.2 million, against BRL 78.0 million also negative on December 31, 2018, representing an increase of BRL 70.1 million or 89.9%. In physical retail, in the 2019 fiscal year, income tax and social contribution expenses were BRL 290.9 million, an increase of BRL 22.3 million or an increase of 8.3%. In electronic retail, in the fiscal year of 2019, there was a reduction of the positive income tax and social contribution in the amount of BRL 46.8 million due to the reduction of the taxable tax base, basically resulting from the impact of the ICMS gain in the base calculation of PIS and COFINS.

Net Profit

As a result of the aforementioned factors, the net profit attributed to the controller for the year ended December 31, 2019 was BRL 704.0 million, compared to the net profit BRL 380.490 million recorded in the year ended December 31, 2018, the which is equivalent to an 85% increase. In general, the most relevant factor for the increase in profit in 2019 was the improvement in net revenue, which in 2019 was BRL 18,956.3 million, against a negative BRL 17,689.9 million on December 31, 2018 representing an improvement of BRL 1,266.5 million, or 7.2%, in addition to the BRL 234.9 million impact of ICMS on the PIS and COFINS calculation base.

YEARS ENDED ON DECEMBER 31, 2018 AND 2017 In thousands of Brazilian Reais Var. % 2018 A.V.% 2017 A.V.% 2018 x 2017 NET REVENUES FROM SALES AND SERVICES 17,689,862 100.0 16,345,589 100.0 8.2

Cost of goods sold and services rendered (11,630,229) (65.7) (10,984,530) (67.2) 5.9

GROSS PROFIT 6,059,633 34.3 5,361,059 32.8 13.0

Expenses with sales (3,029,007) (17.1) (2,583,568) (15.8) 17.2 General and administrative expenses (1,171,519) (6.6) (963,790) (5.9) 21.6 Other operational expenses (140,062) (0.8) (137,951) (0.8) 1.5

Financial result (1,413,517) (8.0) (1,639,667) (10.0) (13.8)

Imposto de renda e contribuição social (78,018) (0.4) 45,151 0.3 (272.8)

Net profit in the year 227,510 1.3 81,234 0.5 180.1

Net income attributable to the Company’s Shareholders 380,490 2.2 237,628 1.5 60.1

Interest of non-parent companies (152,980) (0.9) (156,394) 1.0 (2.2)

Net revenues from sales and services In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Net Sales and Services Revenue - Physical Commerce 11,349,903 64.2 10,192,454 62.4 11.4 Net Revenue from Sales and Services - E-Commerce 6,488,473 36.7 6,285,862 38.5 3.2

Others / Eliminations* (148,514) (0.8) (132,727) (0.8) 11.9

Total 17,689,862 100.0 16,345,589 100.0 8.2

* Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sales among segments

Net revenue for the years ended December 31, 2018 and 2017 was BRL 17,689.9 million and BRL 16,345.6 million, respectively, representing an increase of 8.2% in 2018 compared to the previous year. In the physical retail segment, net revenue growth was 11.4%, represented by the increase in the number of stores from 1,306 on December 31, 2017 to 1,490 on December 31, 2018. Some departments, such as CDs and DVDs, slowed down, on the other hand, we had an advance in the bomboniere, audio and video and electronic toys departments. In e-commerce, the subsidiary B2W maintained the hybrid model of digital platform (1P + 3P + Services), with continuous growth in sales from the Marketplace, where the Company figures as an intermediary and receives a commission on sales made by third parties. The commissioning model generates lower revenues than direct sales, but with significantly higher margins. Accordingly, the Company analyzes the evolution of its sales by GMV, which considers sales of its own and third-party goods. In addition, the Company launched AME Digital, B2W’s digital payments account, which has been gaining strong traction on B2W’s brands.

Costs of Goods and Services

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Cost of goods and services sold - Physical Commerce (6,946,058) 59.7 (6,145,341) 55.9 13.0 Cost of goods and services sold - E-Commerce (4,813,573) 41.4 (4,956,822) 45.1 (2.9)

Others / Eliminations* 129,402 (1.1) 117,633 (1.1) 10.0

Total (11,630,229) 100.0% (10,984,530) 100.0% 5.9

* Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sales costs among segments

The costs of goods and services for the years ended December 31, 2018 and 2017 were BRL 11,630.2 million and BRL 10,984.5 million, respectively, representing an increase of BRL 645.7 million, or 5.9%, compared to the previous year. In physical retail, the variation in the cost of goods sold, in comparison with the growth in net sales revenue, was slightly impacted by the increase in the representativeness of the Red Friday event (Lojas Americanas’ Black Friday). In electronic commerce, the negative variation occurred due to a different balance of the business model, with the rapid growth of sales from the Marketplace, where B2W figures as an intermediary and receives a commission on sales made by third parties.

Gross Profit

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Gross Profit - Physical Commerce 4,403,845 72.7 4,047,112 75.5 8.8 Gross Profit - E-Commerce 1,674,900 27.6 1,329,041 24.8 26.0

Others / Eliminations* (19,112) (0.3) (15,094) (0.3) 26.6

Total 6,059,633 100.0% 5,361,059 100.0% 13.0

* Others: Other activities that did not reach the minimum quantitative and qualitative parameters for separate presentation / Eliminations: gross profit between segments

As a result of the aforementioned factors, gross profit reached BRL 6,059.6 million on December 31, 2018, 13.0% (BRL 698.5 million) higher than that calculated until December 31, 2017, that is, BRL 5,361.1 million. The gross margin on December 31, 2018 was 34.3% of net revenue and 32.8% on December 31, 2017, an improvement of 4.6% compared to the gross margin seen in the previous year. The improvement in the gross margin was favored by the improvement in the operational efficiency of

the stores and by the evolution of the various projects implemented by the Company such as: logistics, supply, pricing, own brands and promoters of financial products and services.

Expenses with sales

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Sale expense - Physical Commerce (1,928,748) 63,7% (1,757,049) 68.0% 9.8% Sale expenses - E-Commerce (1,095,587) 36,2% (841,311) 32,6% 30.2%

Others / Eliminations* (4,672) 0.1% 14,792 (0.6)% 131,6%

Total (3,029,007) 100.0% (2,583,568) 100.0% 17.2%

*Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Sale expenses among segments

On December 31, 2018, the Company’s selling expenses amounted to BRL 3.029,0 million against BRL 2,583.6 million on December 31, 2017, representing a reduction of BRL 445.4 million or 17.2%. The increase in selling expenses in the physical retail segment was 9.8%, that is, BRL 171.7 million, mainly due to the increase in expenses linked to a greater number of stores opened in relation to the previous year, to inflationary indexes, such as wages and occupancy costs (rent, electricity and the like). In the e- commerce segment, sales expenses increased 30.2%, that is, BRL 254.2 million. This increase is mainly due to the growth of online and offline media and outsourced customer service.

General Expenses e Administratives

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

General and administrative expenses - Physical Commerce (614,256) 52.4% (526,770) 54.7% 16.6% General and administrative expenses - E- Commerce (557,144) 47.6% (436,995) 45.3% 27.5% Others / Eliminations* (119) - (25) - 376.0%

Total (1,171,519) 100.0% (963,790) 100.0% 21.6%

* Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: General and administrative expenses between segments

As of December 31, 2018, the Company's general and administrative expenses amounted to BRL 1,171.5 million, against BRL 963.8 million on December 31, 2017, representing an increase of BRL 207.7 million or 21.6%. The increase in general and administrative expenses in the physical retail segment was 16.6%, that is, BRL 87.4 million, basically represented by the 21.7% increase in depreciation and amortization expenses, that is, BRL 166 million, due to the increase in fixed assets by the opening of stores in the Company’s expansion program. In electronic commerce, the growth in general and administrative expenses was 27.5%, that is, BRL 120.1 million. This growth is based on the BRL 99.7 million increase in depreciation and amortization expenses, which is basically represented by the amortization of the development of websites and systems and, also, by the increase in legal indemnities and attorneys’ fees, in December 31, 2018, compared to the same period last year.

Other Expenses

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Other expenses - Physical Commerce (97,742) 69.8 (97,072) 70.4 0.7 Other expenses - E-Commerce (45,007) 32.1 (39,738) 28.8 13.3

Others / Eliminations* 2,687 (1.9) (1,141) 0.8 (335.5)

Total (140,062) 100.0 (137,951) 100.0 1.5

* Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Other transactions among segments

As of December 31, 2018, the value of the other expenses of the Company was BRL 140.1 million, against BRL 137.9 million on December 31, 2017, representing an increase of BRL 2.1 million or 1.5%. The amounts basically derive from the constitution of provisions for contingencies and expenses of the Company’s stock plans.

Financial result

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Financial result - Physical Commerce (850,193) 60.1 (1,034,733) 63.1 (17.8) Financial Result - E-Commerce (566,333) 40.1 (631,685) 38.5 (10.3)

Others / Eliminations* 3,009 (0.2) 26,751 (1.6) (88.7)

Total (1,413,517) 100.0 (1,639,667) 100.0 (13.8)

* Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: Financial result among segments

On December 31, 2018, the balance of the financial result was negative by BRL 1,413.5 million, against a negative BRL 1,639.7 million on December 31, 2017, representing an improvement of BRL 184.5 million or 13.8%, with a positive impact of the CDI reductions that reduce the Company’s debt charges. It shall be noted that the Company’s net debt remained in line with the previous year.

Tax Return and Social Contribution

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Income and social contribution taxes - Physical Commerce (268,539) 344.2 (155,377) (344.1) 72.8 Income tax and social contribution - E-Commerce 191,258 (245.1) 208,940 (462.8) (8.5)

Others / Eliminations* (737) (0.9) (8,412) (18.6) (91.2)

Total (78,018) 100.0 45,151 100.0 (272.8)

* Others: Other activities that did not reach the minimum quantitative and qualitative values for separate presentation / Eliminations: IR/CS on transactions among segments

On December 31, 2018, the Company’s income tax and social contribution amount was negative by BRL 78.0 million, against BRL 45.2 million on December 31, 2017, representing an increase of BRL 123.2 million or 272.8%. In physical retail, in the 2018 fiscal year, income tax and social contribution expenses were BRL 268.5 million, an increase of BRL 113.2 million or an increase of 72.8%. In electronic retail, in the 2018 fiscal year, there was a reduction in the positive income tax and social contribution in the amount of BRL 17.7 million due to the reduction in the taxable tax base.

Net Profit

As a result of the aforementioned factors, the net profit attributed to the controller for the year ended December 31, 2018 was BRL 380.4 million, compared to the net profit BRL 237.6 million recorded in the year ended December 31, 2017, the which is equivalent to an 60.1% increase. In general, the most relevant factor for the increase in profit in 2018 was the improvement in the financial result, which in 2018 was a negative BRL 1,413.5 million, against a negative BRL 1,639.7 million on December 31, 2017 representing an improvement of BRL 226.2 million or 13.8%.

LOJAS AMERICANAS S.A.

BALANCE SHEET ON December 31, 2019, 2018 AND 2017.

In thousands of Brazilian Reais Consolidated A.H. 2019x A.H. 2018 x 2019 AV% 2018 AV% 2017 AV% 2018 % 2017 % ATIVO

CURRENT

Cash and cash equivalents 6,291,718 18.9 6,813,846 24.1 (8.3) 3,567,545 13.0 47.6

Bonds and securities 4,314,814 13.0 3,239,485 11.5 24.9 6,517,532 23.7 (101.2)

Accounts Receivable from 7.0 1,870,081 6.6 19.4 1,977,862 7.2 (5.8) Clients 2,321,052 Inventories 3,558,531 10.7 3,506,678 12.4 1.5 3,608,451 13.1 (2.9)

Other current 2,422,597 7.3 2,027,167 7.2 16.3 1,933,358 7.0 4.6

18,908,712 56.8 17,457,257 61.8 7.7 17,604,748 63.9 (0.8)

NON -CURRENT

Long term assets:

Other non-current 4,072,131 12.2 3,380,094 12.0 17.0 2,899,246 10.5 14.2

4,072,131 12.2 3,380,094 12.0 17.0 2,899,246 10.5 14.2

Right to use real estate 2,221,134 6.7 - - 100.0 - - -

Property, Plant and 4,094,344 12.3 3,647,720 12.9 10.9 3,283,046 11.9 10.0 Equipment Intangible 3,972,720 11.9 3,763,221 13.3 5.3 3,749,345 13.6 0.4

10,288,198 30.9 7,410,941 26.2 28.0 7,032,391 25.5 5.1

Total of assets 33,269,041 100.0 28,248,292 100.0 15.1 27,536,385 100.0 2.5

Consolidated

A.H. 2019x A.H. 2018 x 2019 AV% 2018 AV% 2017 AV% 2018 % 2017 % LIABILITIES

CURRENT

Suppliers 6,031,720 18.1 4,973,577 17.6 17.5 4,466,623 16.2 10.2

Loans and Financing 2,113,377 6.4 1,751,247 6.4 14.5 3,096,484 11.2 (71.3)

Debentures 199,662 0.6 483,243 1.7 (142.0) 1,048,905 3.8 (117.1)

Leases payable 440,155

Other current 1,772,908 5.3 1,138,568 4.0 35.8 1,043,075 3.8 8.4

10,557,822 31.7 8,346,635 29.7 20.4 9,655,087 35.1 (14.9)

NON-CURRENT

Long term liability:

Loans and Financing 7,856,978 23.6 9,156,453 32.3 (16.5) 8,124,317 29.5 11.3

Debentures 5,105,021 15.3 4,233,530 15.0 17.1 3,355,053 12.2 20.8

Leases payable 2,113,214 -

Other non-current 256,133 0.8 225,549 0.8 11.8 295,667 1.1 (30.9)

15,331,346 46.1 13,615,532 48.1 11.2 11,775,037 42.8 13.5

NET EQUITY

Corporate capital 4,009,961 12.1 3,957,961 14.0 1.3 3,926,518 14.3 0.8

Profit Reserves 1,055,136 3.6 865,667 3.1 28.0 605,177 2.2 30.1

Others 102,534 (0.1) 100,969 0.4 326.7 89,989 0.3 10.9

5,167,631 15.5 4,924,597 17.4 4.7 4,621,684 16.8 6.2

Shareholder Interest Non-controlling 2,212,242 6.6 1,361,528 4.8 38.5 1,484,577 5.4 (9.0) 7,379,873 22.2 6,286,125 22.2 14.8 6,106,261 22.2 2.9

Total liabilities and Net Equity 33,269,041 100.0 28,248,292 100.0 14.9 27,536,385 100.0 2.7

Current Assets

Cash and cash equivalents and Marketable securities: The balance of cash and cash equivalents plus marketable securities on December 31, 2019, totaled BRL 10,606.5 million, against BRL 10,053.3 million on December 31, 2018, representing an increase BRL 553.2 million or 6.91%.

As of December 31, 2018, the balance of cash and cash equivalents plus marketable securities totaled BRL 10,109.7 million, against BRL 10,085.1 million, on December 31, 2017, representing an increase of BRL 24.6 million or 0.24%.

Accounts Receivable from Clients: The balance of this caption reached, on December 31, 2019, the total amount of BRL 2,321.1 million, against BRL 1,870.1 million, on December 31, 2018, representing an increase of BRL 451.0 million, or 24,1%. The increase in the balance is basically related to the creation of accounts receivable registered with the Credit Rights Investment Fund (FIDC) BRL 813.2 million, together with the reduction of the balance receivable with credit card BRL 365.2. The reduction is due to the increase in the balance receivable from AME Digital, which is reclassified to the item Related Party.

On December 31, 2018, the balance of accounts receivable totaled BRL 1,870.1 million against BRL 1,977.9 million on December 31, 2017, representing a reduction of BRL 107.8 million or 5.4% . The reduction in the balance is basically related to the settlement, due to the closing of the Credit Rights Investment Fund (FIDC) operations, in the amount of BRL 789.3 million, partially offset by the increase in accounts receivable for sales with credit card in the amount of BRL 768, 9 million.

Inventories: The balance of this caption reached, on December 31, 2019, the amount of BRL 3,558.5 million, against BRL 3,506.7 million, on December 31, 2018, representing an increase of BRL 51.8 million, or 1.5%. The increase is related to the expansion of the Company’s physical commerce. The number of stores at the end of December 31, 2019 was 1,700, 230 of which opened in 2019.

As of December 31, 2018, the balance of inventories was BRL 3,506.7 million, against BRL 3,608.5 million, on December 31, 2017, representing a reduction of BRL 101.8 million or, 2.8%. In physical retail there was an increase of BRL 226.0 million. The increase is mainly related to the expansion of the Company's physical commerce. The number of stores at the end of the year on December 31, 2018 was 1,490, an increase of 14.1%, when compared to the 1,306 existing stores on December 31, 2017. In electronic retail, there was a reduction of BRL 327.8 million which is based on the increase in Marketplace operations.

Non-current assets

Property, Plant and Equipment: The balance of this caption reached BRL 4,094.3 million on December 31, 2019, against BRL 3,647.2 million, net of amortizations, on December 31, 2018, representing a variation of BRL 447.1 million or 12,2%. The variation basically refers to the investment of BRL 934.0 million made in 2019, focusing mainly on opening new stores, operations and technological updates.

As of December 31, 2018, the balance of property, plant and equipment was BRL 3,647.7 million, against BRL 3,283.0 million, net of depreciation and write-offs, on December 31, 2017, representing a variation of BRL 364.7 million, or 11.1%. The variation basically refers to the investment of BRL 849.3 million made in 2018, focusing mainly on the opening of new stores, operations and technological updates.

Intangible: The balance of this caption reached BRL 3,972.7 million on December 31, 2019, against BRL 3,763.2 million, net of amortizations, on December 31, 2018, representing a variation of BRL 209.5 million or 5.6%. Investments totaled BRL 655.2 million and were largely made in the development of websites and systems at subsidiary B2W Digital.

On December 31, 2018, intangible assets was BRL 3,763.2 million, against BRL 3,749.3 million, net of amortizations, on December 31, 2017, representing a variation of BRL 13.8 million or 0.4%. Investments totaled BRL 480.0 million and were largely made in the development of websites and systems at subsidiary B2W Digital.

Right to use real estate: As of January 1, 2019, in compliance with CPC 06 (R2) / IFRS 16, the Group adopted the modified retrospective approach and started to recognize the minimum rent amount, established in the lease contracts, as lease Assets and Liabilities. The variable rent portion and other expenses established in the agreements continue to be recognized, on an accrual basis, as occupancy expenses. The balance of this caption reached, on December 31, 2019, the amount of BRL 2,221.1 million.

Current and Non-Current Liability

Suppliers: The balance of this caption reached, on December 31, 2019, the amount of BRL 6,031.7 million, against BRL 4,973.6 million, on December 31, 2018, representing an increase of BRL 1.058 million, or 21,3%. This increase is directly linked to the opening of new stores and the growth of the operation in relation to the previous year.

As of December 31, 2018, the balance of this caption was BRL 4,973.6 million, against BRL 4,466.6 million, on December 31, 2017, representing an increase of BRL 507.0 million, or 11.3%. This increase is directly linked to the opening of new stores and the growth of the operation in relation to the previous year.

Leases payable: As of January 1, 2019, in compliance with CPC 06 (R2) / IFRS 16, the Group adopted the modified retrospective approach and started to recognize the minimum rent amount, established in the lease contracts, as lease Assets and Liabilities. The measurement of the cost of the right to use real estate assets corresponds to the net value of the lease liability, calculated on the minimum rent provided in the agreements, discounted at present value by the projected rates and lease terms, this being the non-cancellable and covered period by option to extend the lease, if the Company is reasonably certain to exercise such option. The balance of this caption reached, on December 31, 2019, the amount of BRL 2,553.4 million.

Loans and financing (Current and Non-current): The balance of this caption reached, on December 31, 2019, the amount of BRL 9,970.4 million, against BRL 10,964.1 million, on December 31, 2018, representing a reduction of BRL 993.7 million, or 8.1%. This reduction is directly related to the cash management that kept the company’s debt stable.

As of December 31, 2018, the balance of this caption was BRL 10,964.1 million, against BRL 11,220.8 million, on December 31, 2017, representing a reduction of BRL 256.7 million, or 2.3%. This reduction is directly related to the cash management that kept the company's debt stable.

Debentures (Current and Non-Current): The balance of this caption reached, on December 31, 2019, the amount of BRL 5,304.7 million, against BRL 4,716.8 million, on December 31, 2017, representing an increase of BRL 587.9 million, or 12.5%. The increase was driven mainly by the placement of the 13th issuance in the amount of BRL 1,000.0 million. On the other hand, principal was settled in the amount of BRL 431.0 million, and interest was paid in the amount of BRL 361.2 million.

As of December 31, 2018, the balance of this caption was BRL 4,716.8 million, against BRL 4,404.0 million on December 31, 2017, representing a positive variation of BRL 312.8 million, or 7.1%. The increase was driven mainly by the placement of the 12th issue in the amount of BRL 1,000.0 million and an increase in interest of BRL 13.5 million. On the other hand, principal was settled in the amount of BRL 639.8 million, and interest was paid in the amount of BRL 360.5 million.

Net Equity

Corporate Capital: The balance of this caption reached, on December 31, 2019, the amount of BRL 4,010.0 million, against BRL 3,957.9 million, on December 31, 2018, representing an increase of BRL 52.0 million, or 1.3%. The main variation in the period was due to the capital increase per stock option plan.

On December 31, 2018, the balance of this caption was BRL 3,957.9 million, against BRL 3,926.5 million on December 31, 2017, representing an increase of BRL 31.4 million, or 0.8%. The main variations in the period were due to the capital increase due to the incorporation of reserves in the amount of BRL 28.2 million.

Profit Reserves: The balance of this caption reached, on December 31, 2019, the amount of BRL 1,055.1 million, against BRL 865.7 million, on December 31, 2018, representing an increase of BRL 186.4 million, or 21.9%. The variation in the caption refers to the portion of profit retained in the amount of BRL 411.1 million and a reduction due to the initial adoption of CPC 06 (R2) / IFRS 16, in the amount of BRL 221.7 million.

As of December 31, 2018, the balance of this caption was BRL 865.7 million, against BRL 605.2 million, on December 31, 2017, representing an increase of BRL 260.5 million, or 43.0% . The variation in the caption refers to the portion of the profit allocated to the legal reserve and the reserve for new ventures.

Interest of non-controlling shareholders: The balance of this caption reached, on December 31, 2019, the amount of BRL 2,212.2 million, against BRL 1,361.5 million, on December 31, 2018, representing an increase of BRL 850.7 million, or 62,5%. The increase is mainly due to the public offering of shares by the Company and the capital contribution of non-controlling interests in subsidiary B2W Digital, in the amount of BRL 935.5, together with the non-controlling interest in the loss of subsidiary B2W in the amount of BRL 122.8 million.

As of December 31, 2018, the balance of this caption was BRL 1,361.5 million, against BRL 1,484.6 million, on December 31, 2017, representing a reduction of BRL 123.1 million, or 8.3% . The variation is basically due to the reduction of the controlling interest in the parent company in the amount of BRL 18.8 million and the non-controlling interest in the loss of the subsidiary B2W in the amount of BRL 153.0 million.

CASH FLOW

The table below summarizes the Company’s Consolidated Cash Flow for the years indicated therein:

LOJAS AMERICANAS S.A. CASHFLOW STATEMENT - INDIRECT METHOD YEARS ENDED ON DECEMBER 31, 2019, 2018 AND 2017.

In thousands of Brazilian Reais A.H. A.H. 2019 x 2018 x Net cash generated (invested) 2019 2018 2017 2018% 2017% In operational activities 2,370,961 1,463,291 437,047 62.0 234.8 In investment activities (2,860,495) 1,976,911 (3,998,372) (244.7) (149.4) In financing activities (32,594) (193,901) 6,605,434 (83.2) (102.9)

Increase (decrease) of cash and cash equivalents (522,128) 3,246,301 3,044,109 (116.1) 6.6

Operational Activities

Comparing December 31, 2019 with December 31, 2018, the cash generated of BRL 1,463.3 million went to cash generated in the amount of BRL 2,371.0 million, representing an increase in cash generation of BRL 907.7 million, or 62.0%. The increase in cash flow from the Company’s operating activities was mainly driven by the extension of financing with suppliers by BRL 559.3 million and other accounts payable by BRL 411.8 million.

Comparing December 31, 2018 with December 31, 2017, the cash generated of BRL 437.0 million went to cash generated in the amount of BRL 1,463.3 million, representing an increase in cash generation of BRL 1,026.2 million, or 234.8%. The increase in cash flow from the Company's operating activities was mainly driven by the variations resulting from the reduction in interest payments on loans and debentures and the extension of financing with suppliers by BRL 633.1 million.

Investment Activities

Comparing December 31, 2019 with December 31, 2018, cash generated from BRL 1,976.9 million in 2018 changed to invested cash in 2019 of BRL 2,860.5 million, that is, a reduction in the activity of investments of BRL 4,837.4 million or -244.7%. This effect is based on the transfer of funds from bonds and securities, to cash, in 2018, in the order of BRL 6,565.6 million, and in 2019, by the application of funds, by B2W, in the order of BRL 1,109.2 million originating, basically, from the capital contribution received from minority shareholders.

Comparing December 31, 2018 with December 31, 2017, the negative applied cash of BRL 3,998.4 million went to a positive generated cash of BRL 1,976.9 million, an increase in cash generation of BRL 5,975.3 million, or 149.4%. The variation is explained substantially by the transfer of funds between bonds and securities to the Company’'s cash, represented mainly by the redemption of debentures and application in cash in the amount of BRL 3,278.0 million.

Funding activities

Comparing December 31, 2019 with December 31, 2018, the applied cash of BRL 193.9 million changed to an applied cash of BRL 32.6 million, generating an investment of cash in the year of BRL 161.3 million, or 83.2%. The variation occurred in the net investment of funds in loans, in the amount of BRL 555.4 million, in the net acquisition of funds in debentures, in the amount of BRL 212.3 million, through the adoption of IFRS 16, in the amount of BRL 429.2 million and in the capital contribution, in subsidiary B2W, by non-controlling shareholders that generated inflow of funds in the amount of BRL 957.6 million.

Comparing December 31, 2018 with December 31, 2017, the cash generated of BRL 6,605.4 million went to cash applied in the amount of BRL 193.9 million, a reduction in cash generation of BRL 6,799.3 million, or 102.9%. The variation was basically due to the activities generated in 2017 of net borrowing, in the amount of BRL 2,721.4 million, net borrowing of debentures of BRL 1,188.4 million and capital contribution in the amount of BRL 2,332.2 millions.

10.2 – Operating and Financial Result a) results of the Company’s operations, in particular:

(i) description of any important revenue components;

Net revenues from sales and services

In thousands of Brazilian Reais 2019 A.V.% 2018 A.V.% A.H. %

Physical Commerce 12,356,260.2 65.2 11,349,903.0 64.2 8.9 E-commerce 6,767,981.9 35.7 6,488,473.0 36.7 4.3

Others / Eliminations* (167,910.9) (0.9) (148,514.0) (0.8) 13.1

Total 18,956,331.2 17,689,862.0

Net revenues from sales and services

In thousands of Brazilian Reais 2018 A.V.% 2017 A.V.% A.H.%

Physical Commerce 11,349,903.0 64.2 10,192,454.0 62.4 11.4 E-commerce 6,488,473.0 36.7 6,285,862.0 38.5 3.2

Others / Eliminations* (148,514.0) (0.8) (132,727.0) (0.8) 11.9

Total 17,689,862.0 16,345,589.0

On the physical platform, the Company is engaged in the retail trade of consumer products, through 1,700 stores in the fiscal year ended in 2019, and 1,490, 1,306 physical stores in the years ended in 2018 and 2017, respectively.

In 2019, B2W maintained the hybrid model of digital platform (1P + 3P + Services), with continued growth in sales from the Marketplace, where the Company figures as an intermediary and receives a commission on sales made by third parties. The commissioning model generates lower revenues than direct sales, but with significantly higher margins. Accordingly, the Company analyzes the evolution of its sales by GMV, which considers sales of its own and third-party goods. An important part of the evolution of our results, the Marketplace continues to develop rapidly, reaching BRL 11.6 billion in GMV in 2019 (49.7% growth) and representing 61.7% of GMV Total.

In 2018, B2W maintained the hybrid digital platform model (1P + 3P + Services). The new business model allowed the Company to present a unique combination of results, aligning GMV growth, margin expansion and cash generation evolution. An important part of the evolution of our results, the Marketplace continues to develop rapidly, reaching BRL 7.7 billion in GMV in 2018 (71% growth) and representing 51.6% of GMV Total. B2W Marketplace’s success is the result of our ability and

commitment to attract and support sellers, so that they can grow with us. Throughout 2018, 12,200 sellers were connected to the platform, totaling a base of 21,900 sellers at the end of the year.

In 2017, the growth of the Marketplace allowed B2W to accelerate the change from its business model, from e-commerce (Direct Sales/1P) to a hybrid digital platform model (combination of Direct Sales/1P, Marketplace/3P and Services). The year 2017 marked the transition from the Strategic Plan to transform the business model (2017-2019), with the migration of items/product lines from 1P to 3P. In this important year of transition for the Company, B2W grew by 3.1% in GMV Total (an indicator that considers all sales transacted on the platform, including direct sales of its own and third parties’ stock on the Marketplace platform). This growth was mainly driven by the Marketplace, which grew 108.0% in the period.

(ii) factors that materially affected operating results.

The year of 2019 was marked by a gradual improvement in the economic environment, with the recovery of GDP, control of inflation and reduction in the basic interest rate (Selic), which reached the historic low of 4.5% a.a. in December. In addition, inflation measured by the IPCA ended the year at 4.31%, 0.56 p.p. above that recorded in 2018, remaining within the target. Throughout the year, the unemployment rate showed a downward trend, registering an average rate of 11.9% compared to 12.3% in 2018, reflecting the gradual improvement in the economy. In line with this positive trend, the year was also marked by a recovery in retail trade, with sales volume, as measured by IBGE’s Monthly Survey of Trade (PMC), rising 1.8%, the third consecutive increase since 2017.

During 2018, the country experienced a still slow recovery in its economy. The year was marked by some challenging moments such as the truckers’ strike, which affected the production of several sectors, and the October elections, which, along with events in the international market, made the dollar reach its peak since the beginning of the Real Plan. However, the gradual recovery allowed the country’s Gross Domestic Product (GDP), according to data released by the IBGE, to advance 1.1%, above the growth of 2017. In view of this scenario, retail sales increased 2.3% in 2018, marking the second consecutive year of growth. In addition, inflation measured by the IPCA (National Consumer Price Index) recorded an accumulated rate of 3.75%. Despite the challenging recovery scenario and the low levels of inflation, in 2018, Lojas Americanas parent company showed a growth of 11.4% in net revenue, 8.2% in net revenue under the “same stores” concept and 7.4% in Adjusted EBITDA, reaching 20.8% of Adjusted EBITDA margin for the year.

In 2017, the main macroeconomic variables showed results in line with the movement in principle to resume the growth of the Brazilian economy. The country’s Gross Domestic Product (GDP), according to data released by the IBGE, showed an increase of 1.0%, with the Brazilian economy growing again after two years of recession. Given this scenario, retail sales increased 2.0% in 2017, the best result in the historical series released by IBGE since December 2014. In addition, inflation measured by the IPCA (National Consumer Price Index) recorded an accumulated rate of 2.95%, the lowest annual variation since 1998, the first result being below the floor established by the National Monetary Council's target regime - in force since 1999. Despite the challenging recovery scenario and the low levels of inflation, in 2017, Lojas Americanas parent company showed a growth of 11.4% in net revenue, 4.5% in net revenue under the “same stores” concept and 3.6% in Adjusted EBITDA, reaching 20.0% of Adjusted EBITDA margin for the year. The results achieved demonstrate the resilience of the business model.

The table below indicates the evolution of the most relevant macroeconomic indices for the Company’s activities in the fiscal years of 2019, 2018 and 2017:

Fiscal years ended 31/12

2019 2018 2017 (1) GDP growth (%) 1.1 1.3 1.3 (2) Inflation (IGP-M) (%) 7.3 7.5 -0.5 (3) Inflation (IPCA) (%) 4.3 3.8 3.0 (4) CDI (%) 4.4 6.4 6.9 (5) TJLP (%) 5.6 7.0 7.0 (6) TLP (%) 6.0 6.8 - (7) SELIC rate (%) 4.5 6.5 7 (8) Exchange rate BRL to USD 1.00 4.0 3.9 3.3 Appreciation (devaluation) of the Brazilian Real against (3.5) (14.7) (1.7) the US Dollar (1) Source: IBGE. (2) General Market Price Index, as disclosed by FGV. (3) Broad Consumer Price Index, as disclosed by IBGE. (4) Average rate of interbank deposit certificates in Brazil. (5) Long Term Interest Rate (“TJLP”) required by the National Bank for Economic and Social Development (“BNDES”) in its financing in this modality. Rate in effect for finance contracts signed until December 31, 2017. (6) Long Term Rate (“TLP”) required by the National Bank for Economic and Social Development (“BNDES”) in its financing in this modality. Rate in effect for financing agreements signed as of January 1, 2018. (7) Basic interest rate, as established and disclosed by the Central Bank of Brazil. (8) Exchange rate (sale) on the last day of each year, as disclosed by the Central Bank of Brazil. b) changes in revenue attributable to changes in prices, exchange rates, inflation, changes in volumes and introduction of new products and services

The Company’s revenue is directly impacted by changes in sales volume, changes in prices, as well as by the introduction of new products in its portfolio. As a retailer, the Company passes on changes in costs (positive or negative) to its customers, which may affect its sales volume. In addition, changes in tax and legislation may affect the Company’s revenue and cost metrics. Exchange rate variations directly affect the prices of imported products or imported components. c) impact of inflation, changes in the prices of the main inputs and products, exchange rates and interest rates on the Company’s operating and financial results, when relevant.

A significant increase in inflation may affect the Company’s operating costs and expenses. Substantially, all cash expenses and operating expenses of the Company are made in Brazilian Reais and tend to increase according to inflation because suppliers of goods and service providers tend to raise prices to reflect losses due to inflation.

With regard to exchange rate variation, the Company continues to reaffirm its commitment to a conservative cash investment policy, manifested by the use of hedge instruments in foreign currencies to face possible exchange rate fluctuations, whether in relation to financial liabilities or to its total cash position. These instruments cancel the foreign exchange risk, transforming the cost of debt to local currency and interest rates (as a percentage of the CDI).

With regard to interest rates, the increase in interest rates may have an impact on the cost of borrowing by the Company as well as on the cost of indebtedness, causing an increase in its financial expenses. This increase, in turn, may adversely affect the ability to pay obligations assumed by the

Company, as it will reduce its cash availability. Mismatches between indices contracted in assets versus liabilities and/or high volatility in interest rates, cause financial losses for the Company.

10.3 – Material Effects on DF’s a) introduction or sale of operating segment

There was no introduction or sale of operating segments. b) constitution, acquisition or sale of equity interest i) AME Digital Brasil Ltda. “AME”, a mobile business platform, developed jointly by the Company and its subsidiary B2W, has as its corporate purpose, basically, the provision of services with advanced technologies involving payment structures in physical and digital sales including through partnerships with other companies, retail or not with advantages for end consumers. It was incorporated on July 31, 2019, with a capital of BRL 97,124, represented by 97,124,100, quotas with a nominal value of BRL 1.00 each, with 55,284,057 quotas subscribed by Lojas Americanas and 41,840,043 quotas subscribed by subsidiary B2W. As a result, Lojas Americanas holds 56.92% of the share capital and consequently the subsidiary B2W 43.08%. These percentages were fixed based on intangible assets and fixed assets related to the Ame Project [Projeto Ame, in portuguese].

In December 2019, the Company and its subsidiary B2W, the sole shareholders of AME, contributed resources, proportional to their participation, for a future capital increase in the total amount of BRL 63,990. Consequently, the company made the amount of BRL 36,423 available and the subsidiary B2W BRL 27,567. ii) In 2019, 2018 and 2017, the Company did not acquire B2W common shares on the market.

B2W i) At the Extraordinary General Meeting held by subsidiary B2W, on August 19, 2019, the capital increase in the amount of BRL 2,500,000 was approved, through the private issue of 64,102,565 registered common shares at the price of BRL 39.00 per share. The capital increase was approved at a meeting of the subsidiary's Board of Directors, held on October 23, 2019.

The Company subscribed a total of 40,114,986 shares, 39,403,206 of which correspond to the participation that the Company holds in the subsidiary’s capital stock, on the date of the notice of capital increase to shareholders, and 711,780 shares of non-controlling shareholders, which do not exercised the preemptive right within the legal term. With the subscription, the Company’s interest in the subsidiary’s share capital, on the date of approval, increased to 61.42%. The goodwill calculated on the transaction in the amount of BRL 22,119 was recorded in equity in the Goodwill account in capital transactions.

10.4 – Practical Changes Cont./Priorities and Emphasis a) significant changes in accounting practices

2019 i) The Group adopted CPC 06 (R2) / IFRS 16 - Leasing Operations and used the modified retrospective approach, in which the cumulative effect of the initial adoption was recognized as an adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, the comparative information presented for 2018 has not been restated, that is, it is presented as previously reported in accordance with CPC 06 / IAS 17 and related interpretations.

In the initial adoption of IFRS 16 / CPC 06 (R2), the Group used the following practical procedures permitted by the standard:

 use of a single discount rate on a lease portfolio with reasonably similar characteristics;  use of previous assessments of whether leases are costly;  accounting for operating leases with a remaining term of less than 12 months on January 1, 2019 as short-term leases;  exclusion of initial direct costs for measuring the right-of-use asset on the date of initial application; and  use of retrospective analyzes to determine the lease period, when the agreement includes options for extending or terminating the lease.

The Group has also chosen not to reassess whether an agreement is, or whether it contains a lease on the date of initial adoption. Instead, for contracts signed before the transition date, the Group used its valuation using IAS 17 / CPC 06 (R1) and IFRIC 4 - “Determination if an Agreement contains a Lease”.

2018 ii) CPC 47 / IFRS 15 - Revenue from Agreements with Clients

CPC 47 / IFRS 15 establishes a comprehensive framework for determining whether, when, and for how much revenue is recognized. Replaces CPC 30 / IAS 18 Revenue. According to CPC 47 / IFRS 15, revenue is recognized when a customer gains control of the goods or services. Determining when to transfer control at a specific point in time or over time - requires judgment.

Among the new requirements established in the standard, the steps for accounting for revenues arising from agreements entered into with customers stand out. Accordingly, for accounting purposes, revenue should be recognized only at the amount that the Company expects to be entitled to in the transaction and at the time when the transfer of goods and services to customers occurs.

In the case of extended guarantees, the Group appears as an agent in the sale of insurance policies, recognizing the commission in the Service Sales Revenue. There is no impact related to this transition.

iii) CPC 48 / IFRS 9 Financial instruments

CPC 48 / IFRS 9 establishes requirements to recognize and measure financial assets, financial liabilities and certain contracts for the purchase or sale of non-financial items. This standard replaces CPC 38 / IAS 39 Financial instruments: Acknowledgment and measure

 Classification and measurement of financial assets and liabilities

The adoption of CPC 48 / IFRS 9 did not have a significant effect on the Group’s accounting policies related to financial liabilities and derivative financial instruments (for derivatives that are used as hedge instruments.

2017

There were no significant changes in the accounting practices adopted by us in the year ended December 31, 2017.

c) significant effects of changes in accounting practices

2019

The main lines of the financial statements are presented below, with the changes introduced by CPC 06 (R2) / IFRS 16 Leasing, on the base date of their initial adoption:

Balance Sheet on January 1, 2019 Parent Company Consolidated Resetting Resetting Original Adoption Original Adoption opening opening balances impact balances impact balances balances Non -current asset 7,412,780 1,688,192 9,100,972 10,791,035 1,958,895 12,749,930

Investment 2,959,712 (14,401) 2,945,311 - - - IR/CSLL Deferred 26,369 106,793 133,162 1,197,780 118,854 1,316,634

Right to use real estate - 1,595,800 1,595,800 - 1,840,041 1,840,041

Current Liabilities 5,192,108 282,776 5,474,884 8,402,748 348,752 8,751,500

Leases payable - net - 282,776 282,776 - 348,752 348,752

Non -current liability 7,600,767 1,627,119 9,227,886 13,615,783 1,840,858 15,456,641

Leases payable - net - 1,627,119 1,627,119 - 1,840,858 1,840,858

Net Equity 4,924,597 (221,703) 4,702,894 6,286,125 (230,715) 6,055,410 Profit Reserves 865,667 (221,703) 643,964 865,667 (221,703) 643,964 Interest of non- controlling - - - 1,361,528 (9,012) 1,352,516 shareholders

2018

CPC 47 / IFRS 15 - Revenue from Agreements with Clients

We present below the effects of the new standard in comparison with the practices maintained until December 31, 2017 for IFRS 15 / IFRS 47:

PROFITS AND LOSSES ACCOUNT

Year ended on December 31, 2017

In thousands of Parent Consolidated Brazilian Reais Company Originally Originally Reclassification Resubmitted Reclassification Resubmitted presented presented Net revenues from sales and services 11,000,183 (807,729) 10,192,454 17,044,716 (699,127) 16,345,589 Cost of goods sold and services (7,110,019) 964,678 (6,145,341) (11,603,751) 619,221 (10,984,530) rendered Operational (2,223,942) (156,949) (2,380,891) (3,528,360) (156,949) (3,685,309) expenses Financial result (1,034,733) - (1,034,733) (1,876,522) 236,855 (1,639,667)

Total 631,489 - 631,489 36,083 - 36,083

STATEMENT OF THE ADDED VALUE

Year ended on December 31, 2017

In thousands of Parent Consolidated Brazilian Reais Company Originally Originally Reclassification Resubmitted Reclassification Resubmitted presented presented Sale of goods and 12,582,471 (955,990) 11,626,481 20,002,305 (752,817) 19,249,488 services Cost of goods sold (Includes ICMS, PIS (8,328,697) 964,678 (7,364,019) (13,851,512) 619,221 (13,232,291) and COFINS) Others 192,004 (156,949) 35,055 192,650 (156,948) 35,702 Federal (126,293) 95,099 (31,194) 72,206 53,689 125,895

State (431,763) 53,162 (378,601) (721,692) - (721,692)

Interest (1,515,602) - (1,515,602) (2,859,204) 236,855 (2,622,349)

Total 2,372,120 - 2,372,120 2,834,753 - 2,834,753

The Company identified the impacts on service sales operations, commercial agreements with suppliers and intercompany operations. The main impacts in 2018 are described below:

In thousands of Brazilian Reais Effect Operations Previous treatment IFRS 15 / CPC 47 Parent Consolidated Company Sales revenue and cost Services Commission on the sale. 137,713 137,713 of sales. Intercompany operations (sale Sales revenue and cost Net amount of 62,161 - of goods) of sales. consideration Deduction of gross Conditional discounts Financial expense - (*) revenue. (*) Discounts started to be granted unconditionally, that is, via invoice.

ii) CPC 48 / IFRS 9 Financial instruments

The following table shows the original measurement categories in CPC 38 / IAS 39 and the new measurement categories of CPC 48 / IFRS 9 for each class of the Company’s financial assets as of December 31, 2018.

In thousands of Brazilian Reais Original New Original book New book value classification classification Financial instruments category value according to according to according to CPC according to CPC 38/IAS 39 CPC 48/IFRS 9 38 / IAS 39 CPC 48/IFRS 9 Fair value Fair value through Securities and other financial assets through profit 9,805,046 9,805,046 profit or loss or loss Fair value Derivative financial instruments - Fair value through through profit 56,221 56,221 swap profit or loss or loss Accounts receivable from customers Ammortized Ammortized Cost 3,002,248 3,002,248 and other accounts Cost Ammortized Loans - National currency Ammortized Cost 9,307,018 9,307,018 Cost Fair value Fair value through Loans - Foreign currency through profit 1,783,334 1,783,334 profit or loss or loss Suppliers and other obligations, Ammortized Ammortized Cost 5,487,719 5,487,719 excluding legal obligations Cost Ammortized Debentures Ammortized Cost 4,749,473 4,749,473 Cost

2017

There were no significant changes in the accounting practices adopted by us in the year ended December 31, 2017. c) reservations and emphases present in the auditor’s report

The reports and opinions of the Company’s independent auditors, for the years ended 2019, 2018 and 2017, did not present any reservations or emphases.

10.5 - Critical accounting estimates and assumptions

Critical accounting estimates and assumptions of the company:

By definition, the resulting accounting estimates shall be rarely equivalent to their actual results. Estimates and assumptions that present a significant risk, which are likely to cause a material adjustment in the carrying amounts of assets and liabilities for the next fiscal year, are contemplated below.

Impairment of goodwill

Annually, the Group tests for possible impairment losses on goodwill in accordance with accounting policy.

For B2W, the goodwill determined on the acquisition of the investment was evaluated for impairment, using the quotation of its market value calculated based on the average quotation of the share disclosed in B3.

At B2W, the recoverable amounts of Cash Generating Units (CGUs) were determined based on calculations of the value in use, made based on estimates.

No impairment losses were recognized in the financial statements for the years ended December 31, 2019 and 2017. Composition of deferred income tax and social contribution

Significant judgment by Management is required to determine the amount of deferred tax assets that can be recognized and considers the probable realization period based on projections of future taxable income. The assumptions for the projection of future taxable profits are in line with the Group’s business plan approved by management.

Derivative fair value and other financial instruments

The fair value of the financial instruments is based on market prices quoted at the balance sheet date or, if they do not exist, in other instruments that allow them to be measured.

Tax credit resulting from the exclusion of ICMS in the PIS and COFINS calculation basis

The PIS and COFINS tax credit resulting from the exclusion of ICMS in its calculation base was calculated considering the management's best estimate determined based on the survey of the identified and available documents. The long period that involves the right to credit, including dates that precede the validity and mandatory nature of electronic invoices and digital fiscal bookkeeping (SPED), generates greater complexity in calculating amounts and, therefore, the amount recognized may also change.

Impairment of accounts receivable from customers

CPC 48 / IFRS 9 requires Management to evaluate accounts receivable from customers, based on twelve months or for the entire life of the financial asset, and record the effects if there are indications of expected credit losses on that financial asset. The Group applied the simplified approach and recorded expected losses over the life of financial assets for accounts receivable from customers.

Provision for losses in inventories

The provision for losses on inventories is estimated based on the history of losses on the execution of physical inventories at distribution centers, as well as the sale of items below the purchase price and unsold inventories. This provision is considered sufficient by Management to cover probable losses in the realization of its inventories.

Useful lives of property, plant and equipment and intangible assets

The depreciation or amortization of property and equipment and intangible assets, based on an appraisal report issued by independent experts, considers the best estimate of the use of these assets throughout their operations. Management periodically assesses whether changes in the economic scenario and/or in the consumer market may require revision of these estimates of useful life.

Impairment of non-financial assets

Impairment tests are carried out considering the projections of future results, calculated based on internal and market assumptions, discounted to present value. These projections are calculated considering Management’s best estimates that are reviewed when there is a change in the economic scenario or in the consumer market.

Contingent assets and liabilities

The Group registered provisions, which involve considerable judgment by Management, for tax, labor and civil risks that, as a result of a past event, it is probable that an outflow of resources, involving economic benefits, will be necessary to settle the obligation and a reasonable estimate can be made of the amount of such obligation. The Company is subject to legal, civil and labor claims covering matters arising from the normal course of its business activities.

The assessment of the probability of loss includes the valuation of available evidence, the hierarchy of laws, available case law, the most recent court decisions and its relevance to the legal system, as well as the valuation from independent lawyers.

Provisions are reviewed and adjusted taking into account changes in circumstances, such as the applicable limitation period, conclusions of tax inspections or additional exposures identified on the basis of new matters or court decisions. Actual results may differ from estimates.

Contingent assets are events that give rise to the possibility of entry of economic benefits to the Company. When practically certain, based on legal opinions that support its realization, are recognized in profit or loss (Note 10).

10.6 – Relevant Items Not Shown in DFs a) the assets and liabilities held by the Company, directly or indirectly, that do not appear in its balance sheet (off-balance sheet items), such as:

(i) operating leases, assets and liabilities;

As of December 31, 2019, the Group has agreements classified as lease for its commercial, logistics and administrative units. As of January 1, 2019, in compliance with CPC 06 (R2) / IFRS 16, the Group adopted the modified retrospective approach and started to recognize the minimum rent amount, established in the lease contracts, as lease Assets and Liabilities. The variable rent portion and other expenses established in the agreements continue to be recognized, on an accrual basis, as occupancy expenses.

The measurement of the cost of the right to use real estate assets corresponds to the net value of the lease liability, calculated on the minimum rent provided in the agreements, discounted at present value by the projected rates and lease terms, this being the non-cancellable and covered period by option to extend the lease, if the Company is reasonably certain to exercise such option. The monthly depreciation of the right to use real estate assets is calculated, on a straight-line basis, over the term provided in the agreement, regardless of the renewal clause in accordance with the Group’s internal policies.

Future commitments, based on the stores existing on December 31, 2019, with a 3.56% increase (IPCA projected for 2020) resulting from these lease agreements, are distributed as follows:

2020 2021 2022 2023 as of 2024 290,554 300,898 311,610 322,703 334,191

(ii) receivables portfolios written off over which the entity maintains risks and responsibilities, indicating the respective liabilities;

The Company clarifies that there are no written-off receivables portfolios over which the entity maintains risks and responsibilities not evidenced in the Company’s balance sheets for the years ended December 31, 2019, 2018 and 2017.

(iii) agreements for future purchase and sale of products or services;

The Company clarifies that there are no future purchase and sale contracts for products or services not shown in the Company's balance sheets for the years ended December 31, 2019, 2018 and 2017.

(iv) unfinished construction agreements;

The Company clarifies that there is no unfinished construction not shown in the Company’s balance sheets on December 31, 2019, 2018 and 2017.

(v) agreements for future financing receipts

The Company clarifies that there are no future contracts for the receipt of financing not shown in the Company’s balance sheets for the years ended December 31, 2019, 2018 and 2017. b) other items not evidenced in the financial statements

There are no other items not shown in the financial statements.

10.7 – Comments on Non-Featured Items in DFs a) how such items change or may change revenues, expenses, operating results, financial expenses or other items in the Company’s financial statements

In accordance with current accounting standards, the Company discloses in its financial statements all relevant transactions to which it is a party, or in which it retains any risk due to equity interest or agreement. There are no transactions or operations not shown in the financial statements that could significantly impact the Company. b) nature and purpose of the operation

Not applicable c) nature and amount of obligations assumed and rights generated in favor of the Company as a result of the operation

Not applicable

10.8 – Business Plan

a) investments, including:

(i) quantitative and qualitative description of investments in progress and planned investments;

In the fiscal year ended December 31, 2019, 2018 and 2017, the Company invested BRL 1,589.2, BRL 1,329.3 million and BRL 1,319.8 million, respectively, with an emphasis on expanding the store chain, operation and updating its technological platform.

Investments (In thousands of Brazilian 2019 A.V.% 2018 A.V.% A.H.% 2017 A.V.% A.H.% Reais) Facilities and furniture and fixtures 183,950 11.6 171,918 12.9 7.0 159,368 12.1 7.9

Computer machines and equipment 269,361 16.9 267,938 20.2 0.5 260,569 19.7 2.8

Improvements in third parties real estates 413,588 26.0 383,006 28.8 8.0 404,769 30.7 (5.4)

Goodwill on acquisition of investments 11,786 0.7 195 0.0 5944.1 - - -

Right of Use Software 259,963 16.4 158,916 12.0 63.6 177,614 13.5 (10.5)

Websites and systems development 419,353 26.4 318,013 23.9 31.9 311,061 23.6 2.2

Others 31,214 2.0 29,314 2.2 6.5 6,406 0.5 357.6

Total 1,589,215 1,329,300 1,319,787

(ii) sources of investment financing; and

In order to finance the investments planned under its expansion program, the Company uses its own resources and those of third parties.

(iii) relevant divestments in progress and expected divestments.

The Company informs that there is no forecast of significant divestments in progress in the fiscal year 2019.

b) acquisitions already disclosed of plants, equipment, patents or other assets that are expected to materially influence the Company’s productive capacity, provided they are already disclosed

The acquisitions of equity interests with a relevant effect for the Company are informed in item 10.8 of this Reference Form.

c) new products and services, indicating:

Lojas Americanas has Private Brands and recently intensified its strategy, creating in 2013 an exclusive area for the development and control of these brands. Today the Company has 15 own brands, in the most varied categories, such as clothing, food, toys, housewares and decoration.

(i) description of ongoing research already disclosed;

There are no surveys in progress that have already been disclosed by the Company.

(ii) total amounts spent by the Company on research to develop new products or services;

There were no significant expenses incurred by the Company in research to develop new products or services.

(iii) projects under development already disclosed; and

There are no projects under development that have already been disclosed by the Company.

(iv) total amounts spent by the Company in the development of new products or services.

No significant expenses were incurred by the Company in the development of new products or services.

10.9 – Other Factors with Relevant Influence

All relevant and pertinent information on this topic was disclosed in the items above.

Annex II - Capital Budget Base Date: 12.31.2019

(Pursuant to art. 25, paragraph one of CVM Instruction No. 480, of December 07, 2009) We shall submit the following capital budget proposal for 2020 to the Meeting. APPLICATIONS (in millions of Brazilian Reais)

EXPANSION (New Stores, Renovations) ...... BRL 738.9 (70.0%)

OPERATIONS AND OTHERS ...... BRL 55.3 (5.2%)

TECHNOLOGICAL UPDATES ...... BRL 261.30 (24.8%)

TOTAL ...... BRL 1,055.5 (100.0%)

SOURCES . (in millions of Brazilian Reais)

OWN / THIRD PARTY RESOURCES ...... BRL 679.5 (64.4%)

OWN RESOURCES (WITHHOLDING IN THE 2019 NET PROFIT) ...... BRL 376.0 (35.6%)

TOTAL ...... BRL 1,055.5 (100.0%)

Annex III - Allocation of Net Income Base Date: 12.31.2019

(In accordance with Annex 9-1-II of CVM Instruction No. 481, of December 17, 2009

1. Inform net income for the year:

In 2019, net income for the year was BRL 704,054,405.84. 2. Inform the global amount and value per share of dividends, including prepaid dividends and interest on equity already declared:

Global amount of dividends and JCP BRL 292,882,212.66

Global amount of dividends - JCP lump sum BRL 292,882,212.66 JCP lump sum (net of withholding IR) BRL 253,798,168.90

Total (dividends + JCP) In Full Amount per share Common BRL 0.182700000 Preferred BRL 0.182700000

Dividends In Full Amount per share Common - Preferred -

(*) JCP In Full Amount per share Common BRL 0.182700000 Preferred BRL 0.182700000

(*) Amount subject to income tax withholding in the account according to current legislation.

The above values were declared as follows:

(i) BRL 269,316,977.16 declared as interest on own capital at the Board of Directors’ meeting on December 02, 2019, which represents a gross amount, per common share, of BRL 0.16800. Payment shall take place on February 03, 2020. At the shareholder option, these funds to be received as interest on own capital, may be used to acquire new shares corresponding to the capital increase in the total amount of BRL 228,919,442.38 with the issue of 5,211,026 shares common shares and 10,260,362 preferred shares, resolved at the Board of Directors’ meeting, held on December 02, 2019, which approved the distribution of interest on equity.

(ii) BRL 23,565,235.50 declared as interest on own capital at the Board of Directors’ meeting on December 23, 2019, which represents a gross amount, per common share, of BRL 0.01470. Payment shall take place on April 13, 2020.

3. Inform the percentage of net income for the year distributed:

41.6% 4. Inform the global amount and amount per share of dividends distributed based on profit from previous years:

Not applicable. 5. Inform, deducting prepaid dividends and interest on equity already declared (*) a) The gross amount of dividends and interest on equity separately, per share of each type and class.

Not applicable, considering that the meeting shall only ratify the amount already anticipated and declared. b) The form and term of payment of dividends and interest on equity.

Not applicable, considering that the meeting shall only ratify the amount already anticipated and declared. c) Eventual restatement and interest on dividends and interest on equity.

Not applicable, considering that the meeting shall only ratify the amount already anticipated and declared. d) Date of declaration of payment of dividends and interest on equity considered for identification of shareholders who shall be entitled to receive them.

Not applicable, considering that the meeting shall only ratify the amount already anticipated and declared. (*) The Meeting shall only ratify the amounts already anticipated and declared.

6. If there has been a declaration of dividends or interest on equity based on profits calculated in half- yearly balance sheets or in shorter periods: a) Inform the amount of dividends or interest on equity already declared.

Not applicable. b) Inform the date of the respective payments.

The amount of BRL 269,316,977.16 shall be paid on February 03, 2020 and the amount of BRL 23,565,235.50 on April 13, 2020. 7. Provide a comparative table indicating the following values per share of each type and class (calculated based on current legislation at the time):

a) Net income for the year and the three (3) previous years.

Profit per share Common (BRL) Preferential (BRL) 2019 0.43856 0.43856 2018 0.23771 0.23771 2017 0.14876 0.14876 Earnings per share (excluding treasury shares) 2019 0.43919 0.43919

2018 0.23805 0.23805 2017 0.14897 0.14897

b) Dividends and interest on equity distributed in the three (3) previous years.

By corporate Law

2019 - In Full Dividends per share Common (BRL) Preferential (BRL) Dividends - - JCP BRL 0.182700000 BRL 0.182700000

2018 - In Full Dividends per share Common (BRL) Preferential (BRL) Dividends - - JCP BRL 0.075077272 BRL 0.075077272

2017 - In Full Dividends per share Common (BRL) Preferential (BRL) Dividends - - JCP BRL 0.075228929 BRL 0.075228929

8. If profits are allocated to the Legal Reserve: a) Identify the amount allocated to legal the reserve.

With respect to 2019, the amount allocated to the legal reserve shall be BRL 35,202,720.29. b) Detail how to calculate the legal reserve.

Article 27 of the Company’s bylaws provides that the legal reserve shall be constituted of 5% of the net profit for the year, until it reaches 20% of the capital stock, being certain that, under the terms of § 1 art. 192 of Law No. 6.404/76, the Company may stop constituting a legal reserve in the year in which the balance of this reserve, plus the amount of capital reserves referred to in paragraph 1 of art. 182 of Law No. 6.404/76, exceeds thirty percent (30%) of the Company’s capital stock. 9. If the Company has preferred shares entitled to fixed or minimum dividends: a) Describe the method of calculating fixed or minimum dividends.

Not applicable, as preferred shares are not entitled to fixed or minimum dividends b) Inform whether the profit for the year is sufficient for the full payment of fixed or minimum dividends.

Not applicable, as preferred shares are not entitled to fixed or minimum dividends c) Identify whether any unpaid installments are cumulative.

Not applicable, as preferred shares are not entitled to fixed or minimum dividends d) Identify the global amount of fixed or minimum dividends to be paid to each class of preferred shares.

Not applicable, as preferred shares are not entitled to fixed or minimum dividends e) Identify the fixed or minimum dividends to be paid per preferred share for each class.

Not applicable, as preferred shares are not entitled to fixed or minimum dividends 10. Regarding the mandatory dividend: a) Describe the form of calculation provided in the bylaws.

Article 30 of the Company’s bylaws provides that the Company shall distribute as mandatory dividends at least the amount corresponding to 25% of net income for the year, adjusted in accordance with the Law. b) Inform if it is being paid in full.

The mandatory dividend will be paid, as interest on own capital, net of source income tax, in two stages, these being (i) - On February 3, 2020, in the amount of BRL 233,373,912.97; (ii) - On April 13, 2020, in the amount of BRL 20,424,255.93. As a result, the total to be distributed in the year as interest on equity, net of source income tax, amounts to BRL 253,798,168.90. c) Inform the amount eventually withheld.

There was no retention of the mandatory dividend. 11. If the mandatory dividend is retained: a) Inform the retention amount.

Not applicable, as there is no retention of mandatory dividends in the Company. b) Describe, in detail, the Company’s financial situation, including addressing aspects related to liquidity analysis, working capital and positive cash flows.

Not applicable, as there is no retention of mandatory dividends in the Company. c) Justify the retention of the dividend.

Not applicable, as there is no retention of mandatory dividends in the Company. 12. If there is allocation of income to the contingency reserve: a) Identify the amount allocated to the reserve.

There shall be no allocation of income to the contingency reserve. b) Identify the loss considered probable and its cause.

There shall be no allocation of income to the contingency reserve. c) Explain why the loss was considered probable.

There shall be no allocation of income to the contingency reserve. d) Justify the constitution of the reserve.

There shall be no allocation of income to the contingency reserve.

13. If there is allocation of results to the unrealized profit reserve: a) Inform the amount allocated to the unrealized profit reserve.

There shall be no allocation of income to the unrealized profit reserve. b) Inform the nature of the unrealized profits that gave rise to the reserve.

There shall be no allocation of income to the unrealized profit reserve. 14. In case of allocation of results to statutory reserves: a) Describe the statutory clauses that establish the reserve.

The Company’s bylaws do not deal with statutory reserves. b) Identify the amount allocated to the reserve.

Not applicable, according to the preceding item. c) Describe how the amount was calculated.

Not applicable, according to the preceding item. 15. If there is profit retention foreseen in the capital budget: a) Identify the amount of the retention.

BRL 375,969,472.89 b) Provide a copy of the capital budget

APPLICATIONS (in millions of Brazilian Reais)

EXPANSION (New Stores, Renovations) ...... BRL 738.9 (70.0%)

OPERATIONS AND OTHERS ...... BRL 55.3 (5.2%)

TECHNOLOGICAL UPDATES ...... BRL 261.3 (24.8%)

TOTAL ...... BRL 1,055.5 (100.0%)

SOURCES (in millions of Brazilian Reais)

OWN / THIRD PARTY RESOURCES ...... BRL 679.5 (64.4%)

OWN RESOURCES (WITHHOLDING IN THE 2018 NET PROFIT) ...... BRL 376.0 (35.6%)

TOTAL ...... BRL 1,055.5 (100.0%) 16. If there is allocation of income to the tax incentive reserve:

a) Inform the amount allocated to the reserve.

There shall be no allocation of income to the tax incentives reserve. b) Explain the nature of the destination.

There shall be no allocation of income to the tax incentives reserve.

ANNEX IV – Candidates for the Board of Directors and Fiscal Council Information on the candidates for members of the Board of Directors and the Fiscal Council appointed by the Company’s management at the Annual Shareholders’ Meeting to be held on April 30, 2020.

BOARD OF DIRECTORS 12.5 Information on the candidates:

Carlos Alberto da Veiga Paulo Alberto Claudio Moniz Paulo Veiga Sidney Victor da Eduardo Vanessa Claro Name Sicupira Lemann Barreto Garcia Ferraz Pereira Costa Breyer Saggioro Garcia Lopes Date of Birth 05/01/1948 03/15/1968 11/30/1968 04/23/1954 11/18/1969 01/03/1979 01/11/1976 Profession Administrator Economist Economist Engineer Engineer Engineer Auditor CPF / Passport 041.895.317-15 957.194.237-53 945.115.007-20 596.364.247-72 991.213.877-53 079.897.957-79 162.406.218-03 Member Member Member Member Member Member Member Title (Effective) (Effective) (Effective) (Effective) (Effective) (Effective) (Effective) Date of 04/30/2020 04/30/2020 04/30/2020 04/30/2020 04/30/2020 04/30/2020 04/30/2020 Election Inauguration 04/30/2020 04/30/2020 04/30/2020 04/30/2020 04/30/2020 04/30/2020 04/30/2020 Date Term of Office 2022 AGM 2022 AGM 2022 AGM 2022 AGM 2022 AGM 2022 AGM 2022 AGM Elected by Yes Yes Yes Yes Yes Yes Yes Controller Independent No No No Yes Yes No Yes Member Number of consecutive 15 8 1 1 1 1 0 terms

Resume of Candidates for the Board of Directors

(a) Resume (b) Judicial and administrative (including criminal) convictions involving administrators

Carlos Alberto da Veiga Sicupira

(a) Professional background: Acting at Lojas Americanas S.A. as CEO from 1983 to 1991 and as Chairman of the Board of Directors until the present day. Undergraduate in Business Administration at the Federal University of Rio de Janeiro - UFRJ, he also completed the OPM (Owner and President Management Program) training at Harvard University. He was a partner at Banco Garantia from 1976 to 1998. Controlling partner of Anheuser-Busch Inbev, where he served as a member of the Board of Directors until 2019. Co-founder and partner of GP Investimentos from 1993 to 2004. He has served in recent years as a member of the Boards of Directors of Restaurant Brands international Inc. and 3G Capital. He also works in Third Sector organizations, such as Fundação Brava and Fundação Estudar.

(b) Has no criminal conviction or application of a penalty in an administrative proceeding before the CVM and no final and conviction, in the judicial or administrative fields, that has suspended or disqualified him from practicing any professional or commercial activity, and declares that he is not considered a politically exposed person.

Independence Criteria: Not applicable

Paulo Alberto Lemann

(a) Professional background: Member of the Board of Directors of Lojas Americanas S.A. since April 2005, where he also serves on the People and Finance Committees. Undergraduate in Economics at Cândido Mendes University. Started his career at Pricewaterhouse in 1989. He was an analyst at Andersen Consulting from 1990 to 1991. From 1992 to 1995, worked at Banco Marka. He was an analyst at Dynamo Asset Management from 1995 to 1996. From 1997 to 2004, worked in an Investment Fund at Tinicum Inc. In the year 2005, he founded Pollux Capital. He is a member of the Board of Anheuser-Busch Inbev. He is one of the founders and president of Vectis Partners and also one of the founders of Vitreo, a digital investment manager. In the Third Sector, he has worked at the Lemann Foundation since 2003 and at Nova Escola since 2016.

(b) Has no criminal conviction or application of a penalty in an administrative proceeding before the CVM and no final and unappealable conviction, in the judicial or administrative fields, that has suspended or disqualified him from practicing any professional or commercial activity, and declares that he is not considered a politically exposed person.

Independence Criteria: Not applicable

Claudio Moniz Barreto Garcia

(a) Professional background: Member of the Board of Directors of Lojas Americanas S.A. since May 2018, where he also serves on the People Committee. Undergraduate in Economics at the State University of Rio de Janeiro - UERJ, and he has a degree in the Executive Development Program of the Kellog School of Management. He started his career at Ambev as a trainee in 1991. He served in various positions in the Financial and Operations areas before assuming the Technology and Shared Services Board in 2002. He assumed the Information and Services Board at Anheuser-Busch Inbev in January 2005. In September 2006, he assumed the People and Technology Board at Anheuser-Busch Inbev, where he remained until December 2017. In the year 2019, he became a board member of Anheuser-Busch Inbev. Co-founder of the Garcia Family Foundation, working in the areas of Culture and Education.

Independence Criteria: Not applicable

Eduardo Saggioro Garcia

(a) Professional background: He has been an Alternate Director of Lojas Americanas S.A., since May 2019, where he also serves on the Digital Committee. Undergraduate in Production Engineering at the Federal University of Rio de Janeiro - UFRJ, Master in Engineering Management by Politecnico Di Torino and specialized in Language and Social Studies by Universitaet Freiburg. Partner and founder of Visagio. In recent years, he has served as a Member of the Board of Directors of Companies as: Grupo Uni.Co, Casas Pedro, Equatorial Energia and CVC. Statutory director of São Carlos Empreendimentos e Participações S.A. and Officer in companies such as Silkim Participações S.A. and Braco S.A.

Independence Criteria: Not applicable

Paulo Veiga Ferraz Pereira

(a) Professional background:

Independent member of the Board of Directors of Lojas Americanas S.A. since April 2018, where he also serves as a member of the Financial Committee. Undergraduate in Metallurgical Engineering at Pontifical Catholic University of Rio de Janeiro - PUC RJ - and MBA at Harvard Business School. Between 1996 and 1997 he served as president and CEO of Banerj, having been appointed to manage and sell the Bank in its privatization process. He worked in the Bozano group from 1982 to 2012, as Officer and Vice-President in various functions since 1985, in the group’s financial companies. President of Companhia Bozano (diversified holding company) from 2000 to 2012. Member of the Board of Directors and of the Finance and Audit Committees of the Enron Group (USA) between 1999 and 2001. Advisory board of Holcim Brasil between 2001 and 2012. Member of the Board of Directors of Rionegócios in 2010. Paulo also has experience in the public and social areas, having served as a Director in organizations such as Cruzada Menor and Associação Vencer. Member of the Board of Directors of Tamboro, a start up in the education sector.

Independence Criteria: independent member of the board of directors, taking into account the criteria established by the Brazilian Corporate Governance Code (ICVM no. 586).

Sidney Victor da Costa Breyer

(a) Professional background: Independent Member of the Board of Directors of Lojas Americanas S.A. since April 2018, where he also serves as President of the Digital Committee. Undergraduate in Aeronautical Engineering at Instituto Tecnológico de Aeronáutica - ITA, OPM from Harvard University and specialized in Business Management in IT at COPPEAD and in Strategic Management at Fundação Dom Cabral. Between years 1999 and 2001, he served as Professor of Digital Marketing at Fundação Getúlio Vargas - FGV RJ. In the last years, he served as CEO of Aglog Datacenters do Brasil S.A, CEO of Aggir Capital e Gestão, Chairman of the Board of Yenzah Cosméticos and Member of the Board of companies as Cultura Inglesa S.A, Brazil Brokers Participações S.A., Eleva Educação and Gera Venture Capital. Founder and maintainer of Associação Instituto Potencial.

Independence Criteria: independent member of the board of directors, taking into account the criteria established by the Brazilian Corporate Governance Code (ICVM no. 586).

Vanessa Claro Lopes

(a) Professional background: Master in Management Systems from Universidade Federal Fluminense (UFF), Bachelor in Accounting Sciences at Universidade Federal Fluminense (UFF) and Systems Analysis at FATEC/BS, with specialization in Business Management by EAESP FGV and Computer Networks by Universidade São Judas. She started her career in 1995 at PwC Brasil in the area of Advisory Services. At the same time, between years 1997 and 1998, she was the major professor in the subject of Systems Audit and Information Security at Faculdade Objetivo. She was also responsible for the Internal Audit teams of Grupo Telefônica S.A. between 2000 and 2004. With relevant performance in publicly traded companies, she was Executive Director of the Corporate Internal Audit at Grupo TAM S.A. and Director of Internal Audit at Globex Utilidades S.A. between 2004 and 2014. Afterwards, she acted as Chairwoman of the Fiscal Council of Via Varejo S.A. and member of the Fiscal Councils of Gerdau SA, Terra Santa Agro SA, Renova Energia SA and Estácio Participações SA. She is currently an independent member of the Board of Directors and of the Audit and Ethics Committee of Afya Educacional, Coordinator of the Audit Committee of Tegma Logística SA, member of the Audit, Risks and Ethics Committee of Embraer SA and of the Fiscal Councils of Cosan SA, Comgás SA and Cosan Logística SA.

Independence Criteria: independent member of the board of directors, taking into account the criteria established by the Brazilian Corporate Governance Code (ICVM no. 586).

12.6 Percentage of participation in the meetings held by the respective body in the same period, which occurred after taking office:

Total meetings held after % of attending in Member investiture until meetings held December 2019 Carlos Alberto da Veiga Sicupira 22 100% Cecilia Sicupira 22 100% Claudio Moniz Barreto 22 100% Miguel Gomes Sarmiento Gutierrez 22 100% Paulo Alberto Lemann 22 100% Paulo Veiga Ferraz Pereira 22 100% Roberto Moses Thompson Motta 22 100% Sidney Victor da Costa Breyer 22 100%

Note: Paulo Veiga Ferraz Pereira and Sidney Victor da Costa Breyer are independent members of the board of directors.

12.7 Advisory Committees to the Board of Directors:

Finance Committee

The Finance Committee’s main objective is to inform and advise the Board of Directors in relation to all decisions involving the Company’s financial policies, ensuring that the Company always complies with its financial obligations, policies and responsibilities.

People and Compensation Committee

The People and Compensation Committee’s main objective is to inform the Board of Directors in relation to all decisions involving the Company’s personnel and compensation policies, in order (i) that the members of the Board of Directors, the Executive Board and all associates have incentives to achieve exceptional results, being adequately rewarded; and (ii) that the Company is able to attract, contract, retain and develop the best professionals and leaders, ensuring the succession of its main executives.

Digital Comittee

The Digital Committee’s main objective is to assist the Board of Directors in fulfilling its responsibilities of digital supervision in the areas of technology and technology involved in commerce through the internet, television, mobile telephony, directly to the consumer as well as emerging channels

Sustainability Committee

The Sustainability Committee’s main objective is to assist the Board of Directors in defining the best management practices, based on the search for balance between the economic, environmental and social pillars.

Audit Committee The Audit Committee is an advisory body linked to the Board of Directors, on a permanent basis, subject to applicable laws and regulations. The Committee is responsible for: (i) opine on the hiring and dismissal of the independent auditor to prepare the audit and assess its independence; (ii) Assist management in the review of quarterly and annual DFs, as well as in the reviewing internal controls process and related parties; (iii) Collaborate in the risk assessment of the Companies; and (iv) Prepare the annual report on its activities and conclusions reached.

Ame Committee The Ame Committee’s main objective is to assist the Board of Directors in fulfilling its supervisory responsibilities and in decision-making related to Ame Digital, the new financial business of Universo Americanas.

12.8 Advisory Committees to the Board of Directors - Percentage of participation in meetings held by the respective body in the same period, which occurred after taking office:

Financial Committee

Total meetings held % of attending in meetings Member of the Committee after investiture until held December 2019 Roberto Moses Thompson Motta¹ 6 86% Cecilia Sicupira 7 100% Paulo Alberto Lemann 7 100% Paulo Veiga Ferraz Pereira² 7 100%

¹Chairman of the Committee. 2Independent Member of the Board and Committee.

People and Compensation Committee

Total meetings held after % of attending in meetings Member of the Committee investiture until December held 2019 Cecilia Sicupira¹ 7 100% Claudio Moniz Barreto Garcia 7 100% Paulo Alberto Lemann 7 100%

¹Chairman of the Committee.

Digital Comittee

Total meetings held after % of attending in meetings Member of the Committee investiture until held December 2019 Sidney Victor da Costa Breyer¹ ² 7 100% Roberto Moses Thompson Motta 6 86% Eduardo Saggioro Garcia 7 100%

¹Chairman of the Committee. 2Independent Member of the Board and Committee.

12.9 Marital relationship, common-law marriage or kinship up to the second degree between:

(a) administrators of the Company

None.

(b) (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the Company

Mr. Paulo Alberto Lemann has a first degree relationship with Jorge Felipe Lemann, a member of the Management of B2W - Companhia Digital, a subsidiary of the Company.

(c) (i) managers of the Company or its direct or indirect subsidiaries and (ii) direct or indirect controllers of the Company

Mr. Paulo Alberto Lemann has a first degree relationship with the Company’s controller, Jorge Paulo Lemann.

(d) (i) managers of the Company and (ii) managers of the direct and indirect parent companies of the Company

Mr. Paulo Alberto Lemann has a first-degree relationship with the Company’s controller, Jorge Paulo Lemann, who has an equity interest in the following parent companies of the Company: S-Velame Adm de Recursos e Participações SA, Cedar Trade LLC, Maniro Limited, Inpar Investment Fund, Stichting Enable, Inpar VOF, BRC Sàrl, LTS Trading Company LLC, LTS Investment Company.

12.10 Relationships of subordination, service provision or control maintained, in the last 3 fiscal years, between the Company’s managers and:

(a) direct or indirect subsidiary of the Company, except for those in which the Company holds, directly or indirectly, the totality of the capital stock (b) direct or indirect controller of the issuer

Mr. Carlos Alberto da Veiga Sicupira holds an interest as the controlling shareholder of the Company through the following parent companies: S-Velame Adm de Recursos e Participações SA, BRC Sàrl, Santa Marcelina Investimentos & Arbitrage Ltd, CCCHHS Holding Limited, FS Holdings Limited, Cathos Holding Sàrl, LTS Trading Company LLC, LTS Investment Company, Lobstertail Corp., BC Finhold Limited, Companhia Global de Imóveis Sàrl.

If relevant, supplier, customer, debtor or creditor of the Company, its subsidiary or parent companies or subsidiaries of any of these persons Not applicable.

FISCAL COUNCIL

12.6. Percentage of participation in the meetings held by the respective body in the same period, which occurred after taking office:

Total meetings held % of attending in meetings Member after investiture until held December 2019 Ricardo Scalzo 1 2 7 100% Domenica Eisenstein Noronha 3 7 100% Marcio Luciano Mancini 7 100% Vicente Antônio de Castro Ferreira 7 100%

¹Chairman of the Fiscal Council. 2Member appointed by preferred shareholders. 3Member appointed by ordinary shareholders.

12.7. Advisory Committees to the Fiscal Council:

Not applicable.

12.8. Advisory Committees to the Fiscal Council - Percentage of participation in meetings held by the respective body in the same period, which occurred after taking office:

Not applicable.

12.9. Marital relationship, common-law marriage or kinship up to the second degree:

(a) administrators of the Company

None.

(b) (i) managers of the Company and (ii) managers of direct or indirect subsidiaries of the Company

None.

(c) (i) managers of the Company or its direct or indirect subsidiaries and (ii) direct or indirect controllers of the Company

None.

(d) (i) managers of the Company and (ii) managers of the direct and indirect parent companies of the Company

None.

12.10. Relationships of subordination, service provision or control maintained, in the last 3 fiscal years, between the Company’s managers and:

(a) direct or indirect subsidiary of the Company, except for those in which the Company holds, directly or indirectly, the totality of the capital stock

None.

(b) direct or indirect controller of the issuer

None.

(c) if relevant, supplier, customer, debtor or creditor of the Company, its subsidiary or parent companies or subsidiaries of any of these persons

None

Appendix V - Remuneration of Administrators

(According to item 13 of Annex 24 of CVM Instruction no. 480, dated December 7, 2009) 13.1 Describe the remuneration policy or practice of the board of directors, statutory and non- statutory executive board, fiscal board, statutory committees and audit, risk, financial and compensation committees, covering the following aspects: a. objectives of the remuneration policy or practice, informing whether the remuneration policy was formally approved, the body responsible for its approval, the date of approval and, if the issuer discloses the policy, locations on the world wide web where the document can be consulted

The main objective of the Company’s compensation policy is the application of a management compensation system that promotes a culture of overcoming results by hiring and retaining the best people, in line with the interests of shareholders. The remuneration policy is within the responsibilities of the People and Compensation Committee, and is analyzed, revisited and approved by it annually.

The Company has a Remuneration Policy approved at a meeting of the Board of Directors held on October 30, 2018. The Policy is available on the Company’s and CVM’s websites. b. composition of remuneration, indicating:

(i) description of the elements of the remuneration and the objectives of each one of them

As described in the Compensation Policy of the Company, the compensation of the Company aims at attracting, motivating and retaining professionals and remunerating the services provided by Management. The remuneration shall be proportional to the responsibility of the position, the time dedicated to functions, competence and professional reputation and the value of services in the market with a focus on their longevity and long-term value creation.

Board of Directors

The members of the Board of Directors are entitled to fixed remuneration, which is based on market practices and long-term incentives, comprising the stock option plan, described in item 13.4 below.

Executive Board

The members of the Statutory and Non-Statutory Board are entitled to fixed remuneration and variable incentives, the fixed component being aligned with the market average, while the main focus is on variable incentive and long-term incentive, composed of the purchase option plan shares, described in item 13.4 below.

Fiscal Council

The members of the Fiscal Board receive fixed remuneration, which is equivalent to at least the legal minimum, and cannot be lower, for each member in office, to ten percent of that, on average, attributed to each officer, not computed variable incentive. Additionally, the members of the Fiscal Council are mandatorily reimbursed for travel and accommodation expenses necessary for the performance of their function.

Committees

The members of the People and Compensation, Digital, Finance and Sustainability Committee do not receive specific remuneration for this function.

(ii) in relation to the last 3 fiscal years, what is the proportion of each element in the total remuneration

For the members of the Fiscal Board, in the last 3 fiscal years, the fixed remuneration corresponded to 100% of the total remuneration, as previously mentioned.

For the members of the Board of Directors, in 2017, the fixed remuneration corresponded to 100% of the total remuneration. For the 2018 and 2019 fiscal years, fixed remuneration corresponded to 46% and long-term share-based incentive to 54% of total remuneration.

In the case of the Executive Board, in 2019, the fixed remuneration corresponded to 38% and variable incentives at 62% of total compensation, including the share-based incentive amount. These percentages may vary due to changes in the results obtained by the Company and the administrator in the period, given the risk sharing component existing in the variable incentives.

In 2018, fixed remuneration corresponded to 40% and variable incentives to 60% of total remuneration, including the share-based incentive amount.

In 2017, fixed remuneration corresponded to 40% and variable incentives to 60% of total remuneration, including the share-based incentive amount.

(iii) calculation and adjustment methodology for each of the elements of remuneration

The amount of fixed remuneration paid to the Board of Directors, statutory and non-statutory Executive Board and Fiscal Board is periodically compared to the market standard through surveys carried out by specialized external consultants, so that it can assess its competitiveness and eventually assess the need for adjustments in remuneration. Variable remuneration, on the other hand, is not subject to readjustments, but to meeting the established goals, as described below.

(iv) reasons that justify the composition of the remuneration

For the Board of Directors and the Supervisory Board, the aim is to ensure remuneration compatible with the limits defined in the applicable legislation, ensuring an adequate remuneration for the exercise of their functions.

The remuneration composition model of the Statutory and Non-Statutory Officers is based on the meritocracy and retention policy of the best professionals in the market, and is broken down as follows:

Fixed Remuneration:

Fixed remuneration is in line with that practiced by the market, and is often assessed based on research carried out by specialized external consultants.

Variable Incentive:

Variable remuneration is established based on a goal management system that has the following criteria: (i) achievement of the Company’s goals as a whole; (ii) achievement of goals related to the Administrators considered individually; and (iii) minimum achievement: if the Company or the Administrator do not meet the minimum criteria established, there will be no payment of variable remuneration.

Long-Term Variable Incentive

Through the granting of stock options and restricted shares, the alignment of the interests of shareholders and managers in the long term is encouraged, considering the investment in the Company’s shares by the managers. The shares object of the purchase options are subject to the sale restriction for a determined period of time, whereas the restricted shares are received by the beneficiaries only after the expiration of the grace period and other conditions provided in the respective program.

(v) the existence of members not paid by the issuer and the reason for this fact

The issuer clarifies that there are no unpaid members. Any adjustments related to item 13.2 are due to greater dedication by members in the subsidiary’s structure due to constant synergy activities between companies. c. main performance indicators that are taken into account in determining each element of remuneration:

The indicators taken into account when determining compensation are part of a goal management system, which considers not only the Company’s strategic indicators, such as EBITDA, Customer Satisfaction, Sales Volume, Expenses, as well as specific indicators for the administrators individually considered. d. how compensation is structured to reflect the evolution of performance indicators:

Through the goal management system, the main performance indicators of the Company and the Administrators are evaluated. This evaluation system serves as a basis for determining variable remuneration (“Bonus”). If the Company or the Administrator does not meet the minimum criteria established, there shall be no payment of variable remuneration.

In addition, based on the Company’s stock option plan and restricted stock plan (as described in item 13.4 below), the programs to be launched may establish that some restricted options and/or shares only become exercisable if certain specific goals of Company are reached. e. how the compensation policy or practice aligns with the Company’s short, medium and long-term interests:

The Company’s compensation policy incorporates elements of alignment with the Company’s short, medium and long-term interests.

In the short term, it is the Company’s and the Directors’ annual results that shall define the amount to be distributed as variable remuneration (bonus). 64

The medium and long-term alignment is achieved through the Company’s stock option plan and restricted stock plan. The restricted options and/or shares granted within the scope of the plans, and those resulting from the Company’s option plan and the restricted stock plan, represent, by their characteristics, a form of risk sharing, requiring a commitment and alignment of medium and long term with the Company. f. existence of compensation supported by subsidiaries, controlled companies or direct or indirect controllers:

There are members of the Company’s executive board who are paid for a similar function in another company of the group because they also hold management positions in the Company’s subsidiaries. g. existence of any remuneration or benefit linked to the occurrence of a certain corporate event, such as the sale of the Company’s corporate control:

The Company does not have any remuneration or benefit linked to the occurrence of a specific corporate event. h. practices and procedures adopted by the board of directors to define the individual remuneration of the board of directors and the executive board, indicating:

(i) the issuer’s bodies and committees that participate in the decision-making process, identifying how they participate

The remuneration policies and practices are established and managed by the People and Compensation Committee, which is part of the Board of Directors. The proposals defined by the Committee are then approved at the Annual General Meeting. (ii) criteria and methodology used for setting individual remuneration, indicating whether studies are used to verify market practices, and, if so, the comparison criteria and the scope of these studies

The People and Compensation Committee uses specialized consultancy services and with notable market experience in remuneration for its studies. (iii) how often and how the board of directors assesses the adequacy of the issuer’s remuneration policy

Technical studies related to remuneration have a minimum annual frequency or under specific demand.

13.2 Total remuneration of the board of directors, statutory board and fiscal board

Forecast for the year of 2020 Board of Directors Executive Board Fiscal Council Total Total Number of Members 7 12 4 23 Number of Paid Members 7 10 4 21 Fixed Annual Remuneration 4,320,000 * 24,895,684 922,887 30,138,571 Salary or pro-labore 4,289,273 24,824,425 893,703 30,007,401 Direct and Indirect Benefits Committees Memberships Others 30,727 71,259 29,184 131,170 Description of other fixed INSS INSS INSS INSS remunerations Variable Remuneration 0 17,000,000 0 17,000,000 Bonus 17,000,000 17,000,000 Profit Sharing Participation in meetings Commissions Others Post-employment Benefits Benefits motivated by

termination of office Stock-based compensation, 879,844 20,432,216 0 21,312,060 including options The number of The number of The number of members of each members of each members of each The number of members body body body of each body corresponds corresponds to corresponds to corresponds to to the annual average of the annual the annual the annual the number of members average of the average of the average of the of each body calculated number of number of number of monthly. members of each members of each members of each body calculated body calculated body calculated monthly. monthly. monthly. Observation * As for the fixed remuneration of the Board of Directors, based on market practices, it consists of a fixed portion referring to participation in the Board of Directors and additional installments while the Director is part of one or more Committees Total Remuneration 5,199,844 62,327,900 922,887 68,450,631

2019 Fiscal Year

Board of Directors Executive Board Fiscal Council Total

Total Number of Members 8 12 3.67 23.67 Number of Paid Members 8 10 3.67 21.67 Fixed Annual Remuneration 2,181,347 22,585,643 806,427 25,573,417

Salary or pro-labore 2,165,832 22,520,995 780,926 25,467,753 Direct and Indirect Benefits

Committees Memberships Others 15,515 64,648 25,501 105,664 Description of other fixed INSS INSS INSS INSS remunerations Variable Remuneration 0 15,843,375 0 15,843,375 Bonus 15,843,375 15,843,375 Profit Sharing Participation in meetings Commissions Others Post-employment Benefits

Benefits motivated by termination of office

Stock-based compensation, 879,844 20,930,887 0 21,810,731 including options The number of The number of The number of members of The number of members of each members of each each body members of each body corresponds body corresponds corresponds to body corresponds to the annual to the annual the annual to the annual Observation average of the average of the average of the average of the number of number of number of number of members of each members of each members of members of each body calculated body calculated each body body calculated monthly. monthly. calculated monthly. monthly. Total Remuneration 3,061,191 59,359,905 806,427 63,227,523

2018 Fiscal Year

Board of Directors Executive Board Fiscal Council Total

Total Number of Members 7.67 10.83 3.33 21.83 Number of Paid Members 7.67 8.42 3.33 19.42 Fixed Annual Remuneration 2,727,253 23,051,384 690,866 26,469,503

Salary or pro-labore 2,707,855 22,985,404 669,019 26,362,278 Direct and Indirect Benefits

Committees Memberships Others 19,398 65,980 21,847 107,225 Description of other fixed INSS INSS INSS INSS remunerations Variable Remuneration 0 0 0 0 Bonus Profit Sharing Participation in meetings Commissions Others Post-employment Benefits

Benefits motivated by termination of office

Stock-based compensation, 469,250 34,451,565 0 34,920,815 including options The number of The number of The number of The number of members of members of members of each members of each each body each body body corresponds body corresponds corresponds to corresponds to to the annual to the annual the annual the annual Observation average of the average of the average of the average of the number of number of number of number of members of each members of each members of members of body calculated body calculated each body each body monthly. monthly. calculated calculated monthly. monthly. Total Remuneration 3,196,503 57,502,949 690,866 61,390,318

2017 Fiscal Year Board of Directors Executive Board Fiscal Council Total Total Number of 7 11 3.58 21.58 Members Number of Paid 7 8 3.58 18.58 Members Fixed Annual 3,079,527 21,276,429 692,667 25,048,623 Remuneration Salary or pro-labore 3,057,623 21,215,529 670,763 24,943,915 Direct and Indirect

Benefits Committees

Memberships Others 21,904 60,900 21,904 104,708 Description of other INSS INSS INSS INSS fixed remunerations Variable 14,100,000 14,100,000 Remuneration Bonus 14,100,000 14,100,000

Profit Sharing Participation in meetings Commissions Others Post-employment

Benefits Benefits motivated by termination of office Stock-based compensation, 18.074.995 18.074.995 including options The number of The number of members of The number of The number of members of each each body members of each members of each body corresponds corresponds to body corresponds to body corresponds to to the annual the annual the annual average the annual average of Observation average of the average of the of the number of the number of number of number of members of each members of each members of each members of body calculated body calculated body calculated each body monthly. monthly. monthly. calculated monthly. Total Remuneration 3,079,527 53,451,424 692,667 57,223,618

13.3 In relation to the variable remuneration of the last 3 fiscal years and that expected for the current fiscal year of the board of directors, statutory executive board and fiscal board:

The members of the Company's Board of Directors and Fiscal Council do not receive variable remuneration (“Bonus”) in the exercise of their positions. The table below shows the variable remunerations of the Company's Executive Board scheduled for payment in 2020 and paid in 2019, 2018 and 2017.

Year 2020 2019 2018 2017

Number of Members(1) 12 12 10.83 11

Number of Paid Members 10 10 8.42 8

Minimum expected variable 0 0 0 0 remuneration (BRL)

Maximum expected variable remuneration (BRL) 17,000,000 17,000,000 16,000,000 16,000,000

Expected value of variable remuneration, if the established 17,000,000 17,000,000 16,000,000 16,000,000 goals were reached (BRL)

Amount effectively recognized in the last fiscal year’s result (BRL) N/A 15,843,375 0 14,100,000

(1) The number of members was calculated by means of the annual average of the members of each body calculated monthly, to two decimal places.

13.4 In relation to the share-based compensation plan of the board of directors and statutory executive board, in force in the last fiscal year and scheduled for the current fiscal year, describe: a. general terms and conditions

Within the scope of the Company’s Stock Option Plan (“Option Plan”); and the Restricted Shares Incentive Plan (“Restricted Shares Plan”, and together with the Stock Option Plan, hereinafter referred to as the “Plans”), managers, employees and service providers of the Company and controlled companies (included in the concept of Company for the purposes of the Plans), as selected for each Program by the Board of Directors or the Committee (as defined below), as the case may be, are eligible to receive stock options and/or restricted shares issued by the Company (“Beneficiaries”).

The Stock Option Plan was approved by the Extraordinary General Meeting held on April 30, 2012. The

Restricted Stock Plan was approved by the Extraordinary General Meeting held on April 30, 2018.

The Plans are managed by the Board of Directors or, at the latter’s option, by the People and Compensation Committee (“Committee”), composed of 3 members, at least one of whom is necessarily a member (holder or alternate) of the Board of Directors. The Committee shall also count on the participation of an external member, and may not have a seat held by a member of the Board of Directors who holds an executive position in the Company.

The Board of Directors or the Committee, as the case may be, has broad powers, respecting the terms of the Plans and, in the case of the Committee, the guidelines of the Board of Directors of the Company, for the organization and administration of the Plans and the granting of options and/or restricted actions. Committee members who may not be part of the Board of Directors may not participate in the Plans as Beneficiaries.

The granting of options and/or restricted shares is carried out by the Board of Directors or by the Committee, establishing the conditions applicable under the stock option programs and/or restricted shares (“Programs”), where the Beneficiaries shall be defined, the total number of restricted options or shares subject to grant, as the case may be.

Stock Option Plan

The Board of Directors or the Committee, as the case may be, may establish specific discipline and conditions for the Beneficiary to allocate a portion of the annual bonus paid by the Company to the Beneficiary, as a bonus or profit sharing, net of income tax and other charges (“Bonus”), for the acquisition of Shares resulting from the exercise of the options granted. In such a case, the Board of Directors may also establish different conditions to encourage the allocation of the Bonus, referring, among others, to the options object of the grant, its quantity, term, price and form of exercise.

The Beneficiaries contemplated by the grants shall enter into agreements for the granting of stock options with the Company, whereby the Beneficiaries have the option to purchase lots of shares issued by the Company, in accordance with the terms and conditions of the Plan and the Corresponding program. The agreement shall define the number of shares that the Beneficiary shall be entitled to acquire or subscribe with the exercise of each option, the exercise price per option, the term of the option and the date on which the exercise of the option and all the rights arising therefrom shall expire, as well as the deadline for delivery of the shares subject to each option exercised, in accordance with the Program, and any other terms and conditions that are not in disagreement with the Plan or the respective Program.

The Beneficiaries shall have no one of the rights and privileges of the Company’s shareholder, except those referred to in the Option Plan, with respect to the options covered by the agreement. Beneficiaries shall only have the rights and privileges inherent to the status of shareholder as from the moment of the effective delivery of shares resulting from the exercise of each option.

The Board of Directors or the Committee, as the case may be, shall establish in each Program the rules applicable to the cases of termination of the Beneficiaries of the Company, due to the termination of the employment or service agreement, term of office, termination or resignation from executive position, as well as cases of retirement, permanent disability or death of Beneficiaries.

Currently, the Company has the following Programs in effect: (i) program approved on March 10, 2015 (“2015 Program”), (ii) program approved on March 10, 2016 (“2016 Program”), (iii) program approved on July 6, 2017 (“2017 Program”), (iv) program approved on May 8, 2018 (“2018 Program”) and (v) program approved at a Committee meeting on May 31, 2019 (“2019 Program”).

The programs currently in force (2015, 2016, 2017, 2018 and 2019 Programs) provide options consisting of up to two batches subject to certain conditions, among which, the Beneficiary must allocate a certain percentage of the bonus attributed to him by the Company, for the year partial or full of the Options.

In the Programs for the years 2015 to 2017, the Options are comprised of Batch A and Batch B, which entitle to the acquisition of a certain number of shares, as shown below:

Batch A: Each Option in Batch A entitles the acquisition of one (1) preferred share issued by the Company.

Batch B: Each Option in Lot B entitles the acquisition of up to five (5) preferred shares issued by the Company.

Specifically in the case of the 2018 and 2019 Programs, the Options are not divided into lots, and each subscribed Option entitles the acquisition of one (1) preferred share of the Company.

Restricted Stocks Plan

With respect to the Restricted Stock Plan, the Board of Directors may define a grace period and condition the participation to the eligibility and/or effective participation of the respective Beneficiary in the Company’s stock option plan(s) or program(s), as well as establishing, as a condition for receiving restricted shares, the effective exercise of options granted under such plans or programs.

When launching each Program within the scope of the Restricted Shares Plan, the Board of Directors or the Committee, as the case may be, shall establish the terms and conditions of each grant in a restricted share grant agreement, to be entered into between the Company and each Beneficiary. The agreement shall define the number of shares that the Beneficiary shall be entitled to receive, the conditions for receiving and the grace period for transferring the restricted shares to the Beneficiary, in accordance with the respective Restricted Shares Granting Program, and any other complementary terms and conditions to the provisions in the Restricted Shares Plan or the respective Restricted Shares Granting Program.

The Beneficiary shall only have the rights and privileges inherent to the status of shareholder with the effective transfer of the Restricted Shares, which shall only occur after the end of the grace period. b. main objectives of the plan

The main objectives of the Option Plan are: (a) to stimulate the expansion, success and corporate purposes of the Company and the interests of its shareholders, allowing executives and high-level employees to acquire shares in the Company, under the terms, conditions, and in the manner provided in the Stock Option Plan, therefore, encouraging the integration of these executives and employees in the Company; and (b) enable the Company to obtain and maintain the services of high-level executives and employees, offering such executives and employees, as an additional advantage, to become shareholders of the Company. 72

The main objectives of the Restricted Shares Plan are: (a) to stimulate the expansion, success and corporate purposes of the Company and the interests of its shareholders, with the granting to executives and employees with a high level of right to receive, not onerous, the shares issued by the Company, under the terms, conditions, and in the manner provided in the Restricted Stock Plan, therefore, encouraging the integration of these executives and employees in the Company; and (b) enable the Company to obtain and maintain the services of high-level executives and employees, offering such executives and employees, as an additional advantage, to become shareholders of the Company, under the terms, conditions and in the manner provided in the Restricted Actions. c. how the plan contributes to these objectives

The possibility of acquiring or receiving shares issued by the Company under different conditions allows considerable incentives to be created so that the Company’s employees and managers are committed to creating value. Beneficiaries are invited to commit their own resources to stock options, so they must shall future stock valuation, since they shall only be fully available for sale in the long term. As a result, it is also possible to obtain the retention of the Company’s top executives and employees.

The possibility of granting restricted shares acts as an additional incentive and retention factor, as it allows the Beneficiary to receive even more shares issued by the Company in the future, after observing the grace period and the effective participation of the respective Beneficiary in the stock option plan(s) or program(s) of the Company. d. how the plan fits into the Company’s compensation policy

The Plans are part of the Company’s long-term variable compensation mechanism, in this case strongly based on encouraging the commitment of employees to the Company’s long-term performance. The Plan contains elements that require the Beneficiaries to commit immediately, by allocating their own resources to the exercise of options and, on the other hand, provides an attractive return in the event of appreciation of the Company’s shares and obtaining returns to shareholders over the long term.

The Plans are part of the policy of concentrating incentives for managers and high-level employees in variable components, linked to the Company’s performance. e. how the plan aligns the interests of administrators and the Company in the short, medium and long term

The grants made based on the Plans provide for mechanisms that allow the alignment of the interests of the managers in different time horizons, despite the fact that the major objectives of the Plans are related to the alignment of long-term interests.

The Stock Option Plan establishes periods of restriction on the transfer of shares acquired by the Beneficiaries (lock-up periods, as explained in item “l” below), encouraging executives to seek the appreciation of the Company’s shares in the medium and long term. In addition, in the short term, the Beneficiaries of the Plan, as holders of the Company’s shares, are entitled to receive dividends and interest on equity from the moment the options are exercised. Therefore, it is expected that there will be an effective contribution to the growth of the Company on solid bases and in a structured manner, in addition to the creation of a lasting bond between the executives and the Company. In the short term, and according to the structure of the grants made under each specific program to be approved, the immediate allocation of the Beneficiary’s own resources is required for the exercise of options. In

addition, the beneficiaries of the Plan, who hold stock options, are entitled to receive dividends and interest on equity related to the Company’s shares. As for the medium and long term, the immediate exercise of all options may be required, and (i) the shares delivered in the exercise of the exercise cannot be sold for a minimum lock-up period, for a maximum of 5 years, and (ii) part of the shares may be subject to future delivery and to certain specific conditions, especially to the Company’s performance goals. With the existence of a lock up period and, also, a grace period during which the shares shall not be delivered to the Beneficiary, it is expected that the Beneficiary shall have its interests aligned with the expectation of appreciation of the Company’s shares over the long term.

The Restricted Shares Plan establishes a grace period for receiving the restricted shares by the Beneficiary. Additionally, the Board of Directors may condition the participation in the Restricted Stock Plan to the eligibility and/or effective participation of the respective Beneficiary in the Company’s stock option plan(s) or program(s), as well as establishing, as a condition for the receipt of restricted shares, the effective exercise of options granted under such plans or programs. Therefore, it is expected that there will be an effective contribution to the growth of the Company on solid bases and in a structured manner, in addition to the creation of a lasting bond between the executives and the Company. f. maximum number of shares covered

The maximum number of shares that may be the object of granting options and/or restricted shares is equivalent to 5% of the total shares of the Company's capital stock on the date of their grant, as described in item “g” below. As of the date of this document, this amount corresponds to 81,042,468 shares issued by the Company. g. maximum number of options to be granted

The maximum limit for granting options under the Option Plan is shared with the limit of the Restricted Shares Plan. Accordingly, the Restricted Shares Plan and the Option Plan shall be limited, jointly, to 5% of the total shares of the Company’s capital stock existing on the date of their grant, considering, in this total, the effect of the dilution resulting from the exercise of all options granted and not yet exercised within the scope of the Option Plan, as well as restricted shares that have not yet been effectively transferred to the Beneficiaries. h. conditions for the acquisition of shares

Stock Option Plan

The Board of Directors may establish the division of the lot of shares object of the grant related to a certain Program into sub-batches, each of which may have its own characteristics, terms and conditions. In addition, the options granted under the terms of the Stock Option Plan may have as object one or more Shares, the delivery of which may be subject to different terms, as well as specific terms and conditions (such as the Beneficiary’s permanence in the performance of duties in the Company, observance of periods of unavailability of shares (“lock-up”) and compliance with performance targets eventually established by the Company), as established by the Board of Directors under each Program.

The Board of Directors or the Committee, as the case may be, additionally adjust the number of shares to which the Beneficiary is entitled, without changing the global amount represented by multiplying the Exercise Price by the original number of options granted, in order to assign it an additional amount of shares. 74

Specifically in relation to the programs currently in force (2015 to 2017 Programs), the conditions for the delivery of the shares are as follows:

Once the Options are exercised, whether from Batch A or Batch B, and on the exercise date, the Company shall make available to the Beneficiary (i) one (1) Share for each Option of Batch A; and (ii) one (1) Share for each Option of Batch B. The remaining four (4) Shares that make up each Option in Batch B (the “Additional Shares”) and the Complementary Shares (as defined below) corresponding to each Option of Batch B shall will be delivered after a grace period of 60 months from the date of the respective Program (“Grace Period”).

The amount of dividends and interest on equity attributed to the Additional Shares during the Grace Period shall be converted into shares for each distribution, in an amount calculated based on the Market Value of the shares issued by the Company on the payment date of the dividends or interest on equity (the “Complementary Shares”).

In addition, the Additional Shares and Complementary Shares shall only be delivered to the Beneficiary after the Grace Period, if the following conditions are met: (i) the Beneficiary remains in the performance of his duties at the Company or any of its subsidiaries, parent companies or affiliates by said Grace Period; (ii) the lock-up period for the Shares shall be observed; and (iii) other conditions that may be provided in the stock option agreement. If any of the conditions is not verified, the right to receive the Additional Shares and the Complementary Shares shall be automatically extinguished, unless a specific decision to the contrary is made by the Board of Directors or the Committee.

Specifically in the case of the 2018 and 2019 Programs, the Options are not divided into lots, and each subscribed Option entitles the acquisition of one (1) preferred share of the Company.

Restricted Stocks Plan

The Board of Directors shall have broad powers, respecting the terms of the Restricted Shares Plan, for the organization and administration of the Restricted Shares Plan and the granting of restricted shares.

The Board of Directors shall create programs to grant restricted shares, in which the following shall be defined: (i) the respective Beneficiaries; (ii) the number and type of shares of the Company to be granted/conferred, the adjustment being allowed to reflect the previous distribution of dividends and other earnings; (iii) conditions for the receipt of the restricted shares and the grace period after which the ownership of the restricted shares shall be transferred to the Beneficiary; (iv) rules on transfer of restricted shares and any restrictions on restricted shares received; (v) rules applicable to Beneficiaries’ dismissal, retirement, death or permanent disability; (vi) possible penalties for non-compliance with obligations; (vii) any goals related to the performance of the Beneficiaries or to the overall performance of the Company or the respective area, or any other conditions for total or partial delivery of the restricted shares; and (viii) any other terms and conditions that are not contrary to the provisions of the Restricted Shares Plan. No restricted shares shall be transferred to the Beneficiary unless all contractual, legal and regulatory requirements have been fully complied.

i. criteria for setting the acquisition or exercise price

Stock Option Plan The general rule of the Stock Option Plan is that the exercise price shall be established by the Board of Directors or by the Committee, using the average closing prices of the shares traded at B3, in a certain period prior to the date of granting the option.

The exercise price may be monetarily restated based on the variation of a price index to be determined by the Board of Directors or by the Committee, as the case may be, plus interest, according to the rate determined by the Board of Directors or the Committee.

The Board of Directors or the Committee, as the case may be, may determine, when the Program is launched, that the Beneficiaries be granted a discount of up to 20% in setting the exercise price on the amount determined as above.

Specifically in relation to the programs currently in force (2015 to 2017 Programs), the exercise price of each option in Batch A and Batch B shall be equivalent to the average price of the shares issued by the Company in the last 22 sessions of B3, which shall be A 10% discount is applied.

2018 and 2019 Programs, the exercise price of each option shall be equivalent to the average price of the shares issued by the Company in the last 22 trading sessions of B3, without applying a discount.

Restricted Stocks Plan The Restricted Shares Plan gives the Beneficiary the right to receive restricted shares, free of charge, after the grace period and subject to the other conditions that may be established by the Board of Directors in the respective Programs. j. criteria for setting the exercise period

Stock Option Plan

The Board of Directors or the Committee, as the case may be, observing the long-term commitment objectives and the limits established by the Option Plan, shall be competent to establish, for each grant (carried out through specific Programs), the exercise periods applicable to the options, which includes any grace periods during which the options cannot be exercised or the corresponding shares cannot be delivered, periods and terms for exercising and extinguishing period after which the options shall expire.

Specifically in relation to the programs currently in force (2015 to 2017 Programs), Batch A and Batch B may be exercised partially or in full, up to a deadline specified in each Program, and Batch B may only be exercised if the Batch A is fully exercised. Options not exercised within the period provided shall be extinguished in their own right.

Specifically in the case of the 2018 and 2019 Programs, the Options are not divided into lots, and may be exercised partially or in full, until a deadline set in the Program.

Restricted Stocks Plan

Within the scope of the Restricted Action Plan, the Board of Directors or the Committee, as the case may be, observing the long-term commitment objectives and the established limits, shall be competent to establish, at each grant (carried out through specific Programs), the grace periods for receiving restricted shares, in addition to other conditions that may be determined by the Board of Directors in the respective Programs. k. settlement method

Stock Option Plan Usually, the shares acquired as a result of exercising the options granted to the Beneficiaries are issued by the Company and the corresponding capital increase, always respecting the authorized capital limit, is approved by the Board of Directors. The Company may also offer shares held in treasury to face the exercise of options. Under the terms of the Programs, the exercise price may be paid in cash or in installments, as highlighted in item h above. The Company recognizes as an expense the fair value of the employee’s services, received in exchange for the granting of the stock-based compensation plan instruments (both options and subscriptions).

The total amount to be recognized is determined by reference to the fair value of the instruments granted, which is calculated on the granting date of the share purchase programs, based on pricing models usually adopted by the market. These models are calculated using assumptions such as the market value of the share, the exercise price of the option, the volatility of the Company’s share price (calculated based on its share price history), risk-free interest rate, vesting period and expected dividend distribution.

The amounts received, net of any directly attributable transaction costs, are credited to the share capital (nominal value) and to the goodwill reserve, if applicable, when the options are exercised.

Social contributions payable in connection with the granting of stock options are considered an integral part of the grant itself, and the collection will be treated as a cash-settled transaction.

Restricted Stocks Plan

The restricted shares may be delivered with existing shares in treasury. Subject to the conditions provided in the Restricted Shares Plan and in the respective Program, the restricted shares shall be delivered, at the end of the grace period, free of charge. l. restrictions on the transfer of shares

Stock Option Plan

The model to be used for the granting of options to be made under the Option Plan, under the terms of the Programs, may require that (i) the shares delivered upon the exercise cannot be sold for a minimum lock-up period, of a maximum of 5 years, under the terms of the plan, and (ii) part of the shares may be subject to future delivery and certain specific conditions, especially to the Company’s performance goals.

Specifically in relation to the programs currently in force (2015 to 2017 Programs), the Shares received 77

when the Options are exercised may only be transferred after the corresponding minimum period of unavailability, always counting from a date specified in each of the Programs, as indicated below.

Batch A: the Shares received when the Options are exercised can only be transferred after a period of 30 months, to 50% of the Shares; and 60 months, for the remaining 50% of such Shares.

Batch B: the Shares received when the Options are exercised may only be transferred after the 60- month period.

Finally, if the Beneficiary intends to sell, transfer or in any way dispose of the shares subscribed or acquired due to the exercise of the option, he/she shall provide the Company the right of first refusal, under the terms of the Option Plan. The price per share to be paid by the Company to the Beneficiary shall be equivalent to the value of the weighted average of the Company’s shares on the trading floor of B3, from the first business day immediately prior to the date of sale of the shares.

Specifically in the case of the 2018 and 2019 Programs, the Options are not divided into lots, and the Shares received at the time the Options are exercised can only be transferred after 60 months to 100% of the Shares related to the 2018 Program. In the case of the 2019 Program, the term shall be for 30 months, for 50% of the Shares; and 60 months, for the remaining 50% of such Shares.

Restricted Stocks Plan

The model used for the granting of restricted shares shall require that the shares are only delivered after the grace period to be defined by the Board of Directors.

The Board of Directors may also subordinate the delivery of shares restricted to certain conditions, as well as impose restrictions on their transfer, and may also reserve repurchase options and/or preemptive rights for the Company in the event of the disposal by the Beneficiary of those restricted shares. m. criteria and events that, when verified, will cause the suspension, alteration or extinction of the plan

The Plans may be amended or terminated by the Board of Directors. Despite the competence of the Board of Directors, no decision can change the rights and obligations of any agreement in force.

Additionally, in the event of dissolution, transformation, incorporation, merger, spin-off or reorganization of the Company, in which the Company is not the remaining company, the Plans shall terminate. In this case: (1) any option granted until then in the form of the Option Plan shall be extinguished, unless, in connection with such operation (and when applicable), (i) the Board of Directors approves the anticipation of the final term for the exercise of the option, or (ii) the permanence of the Option Plan and the assumption of the options previously granted by the successor Company or its affiliate or subsidiary are established in writing; and (2) the restricted shares granted in the form of the Restricted Shares Plan that, according to the conditions of each Restricted Shares Program, have not yet been transferred to the Beneficiary, shall have the treatment that may be determined by the Board of Directors.

n. effects of the administrator’s departure from the Company’s bodies on his/her rights provided in the share-based compensation plan

Stock Option Plan

The Stock Option Plan provides that, in the event of termination, retirement, permanent disability or death of the beneficiary, the Board of Directors or the Committee, as the case may be, shall establish the applicable rules in each Program. The Program shall define: (i) the treatment to be given to options granted and not exercised; (ii) the treatment to be given to the shares acquired and not yet delivered to the beneficiary, if such delivery is conditional on the beneficiary remaining in the performance of its duties; (iii) eventual permanence of restrictions on the availability of Shares; (iv) the possibility of more favorable treatment for those beneficiaries who agree to sign a non-competition agreement with the Company, complying with it for the term to be determined by the Board of Directors or by the Committee, as the case may be; and (v) any other terms and conditions that are not contrary to the provisions of the Option Plan.

Restricted Stocks Plan

The Board of Directors or the Committee, as the case may be, shall establish in each restricted shares program the rules applicable to the cases of termination of the Beneficiaries of the Company, due to the termination of the employment or service agreement, term of office, termination or resignation from executive position, as well as cases of retirement, permanent disability or death of Beneficiaries. In such cases, the Program shall define: (i) the treatment to be given to the restricted shares granted and not yet transferred to the Beneficiary; (ii) eventual permanence of any restrictions on the availability of shares received as a result of the granting of restricted shares; (iii) the possibility of more favorable treatment for those Beneficiaries who agree to sign a non-competition agreement with the Company, fulfilling it for the term to be determined by the Board of Directors; and (iv) any other terms and conditions that are not contrary to the provisions of the Restricted Shares Plan.

13.5. In relation to the share-based remuneration recognized in the results of the last 3 fiscal years and the estimated for the current fiscal year, of the board of directors and statutory board, prepare a table with the following content:

Share-based compensation 2017 Program 2018 Program 2019 Program 2020 Program* Board of Statutory Board of Board of Board of Directors Statutory Board Statutory Board Statutory Board Directors Board Directors Directors Total number of members 8 12 8 12 8 12 7 12 Number of paid members 0 9 8 0 0 10 7 10 Date of grant N.A 07.06.2017 05.08.2018 N.A. N.A 05.31.2019 N.A. N.A. Number of 0 941,587 667,568 0 0 797,165 N.A. N.A. options granted Term for the the options are the options are the options are options to exercisable after N.A. exercisable from N.A. N.A. exercisable from N.A. N.A. become 60 months from the grant date the grant date exercisable the grant date Maximum term for exercise of N.A. 12.31.2017 12.31.2024 N.A. N.A. 12.31.2019 N.A. N.A. options

Granting of Batch A: Option: stock options: 50% in 30 months 50% in 30 months Restriction period 50% in 60 50% in 60 months 50% in 60 months for the transfer of N.A. months and 50% N.A. N.A. N.A. N.A.

shares in 72 months Batch B: 60 Restricted Shares: months 60 months

Fair value of options on grant N.A. 12.36 18.31 N.A. N.A. 15.40 N.A. N.A. date

(a) Outstanding options at the N.A. N.A N.A. N.A N.A. N.A. N.A. N.A. beginning of the fiscal year (b) Of options lost Weighted during the fiscal N.A. N.A N.A. N.A N.A. N.A. N.A. N.A. average year exercise price: (c) Of the options exercised during N.A. N.A N.A. N.A N.A. 15.40 N.A. N.A. the fiscal year (d) Of the options exercised during N.A. N.A N.A. N.A N.A N.A. N.A. N.A. the fiscal year Potential dilution in the case of N.A. Less than 0.5% Less than 0.5% N.A N.A. Less than 0.5% N.A. N.A. exercise of all options granted

*Note: the 2020 Program has not been defined yet.

13.6 In relation to the open options of the board of directors and statutory board at the end of the last fiscal year, prepare a table with the following content

At the end of the fiscal year ended on December 31, 2019, there were no open options of the statutory board. As stated in items 13.4 and 13.5 above, all options are only exercisable within the same fiscal year in which they are granted.

Specifically in relation to the programs currently in force (2015 to 2017 Programs), in relation to the options in Batch B, the Beneficiaries receive 1 preferred share on the date of exercise of the option and 4 shares within 60 months from the grant date and is subject to the requirements of the programs.

Specifically in the case of the 2018 and 2019 Programs, the Options are not divided into lots, and each subscribed Option entitles the acquisition of one (1) preferred share of the Company.

For more information on the requirements, see letter “H” in section 13.4 of this Reference Form.

We present below the statement of the actions to be delivered to the Beneficiaries of the 2019, 2018, 2017, 2016, 2015 Plans:

2019 2018 2017 2016 2015

Number of shares estimated by the Company to be subscribed 1,099,538 667,568 1,407,265 2,052,832 1,788,979 and maintained after the vesting period

Date of grant 05.31.2019 05.08.2018 07.06.2017 03.10.2016 03.10.2015

60 months from Vesting Period 60 months 60 months 60 months 60 months grant date

13.7 In relation to the options exercised and shares delivered related to the share-based compensation of the board of directors and statutory board, in the last 3 fiscal years, prepare a table with the following content:

Exercised options

2016 Program 2017 Program 2019 Program

Board of Directors Statutory Board Board of Directors Statutory Board Board of Directors Statutory Board

Total number of members 8 12 8 12 8 12 Number of paid members 0 9 0 9 0 10 Number of Shares 0 0 0 0 0 797,165 Weighted average N.A. N.A. N.A. N.A. N.A. 15.40 exercise price (BRL) Exercised Difference between options exercise value and market value N.A. N.A. N.A. N.A. N.A. N.A. of shares related to options exercised (BRL)

Number of shares 0 0 0 0 0 797,165 delivered

Weighted average N.A. N.A. N.A. N.A. N.A. 15.40 exercise price (BRL) Shares delivered Difference between acquisition value and market value N.A. N.A. N.A. N.A. N.A. N.A. of acquired shares (BRL) (1) Within the scope of batch “B” of the 2017 Program, up to 1,407,265 preferred shares are estimated by the Company to be delivered and maintained after the vesting period. For more information on these actions, see item 13.6 of this Reference Form.

13.8 Information necessary to understand the data disclosed in items 13.6 to 13.8 (including method for pricing the value of shares and options): a. pricing model

According to specialists hired by the Company, the Black-Scholes-Merton and Binomial de Hull pricing models, usually used to measure the fair value of stock options, are not applicable to the Company’s Plan. Therefore, the benefits were measured by their “intrinsic value”. b. data and assumptions used in the pricing model, including the weighted average price of the shares, exercise price, expected volatility, life of the option, expected dividends and the risk-free interest rate:

Calculation date

According to Technical Pronouncement CPC 10 - Share Based Payment, the options shall be evaluated on the respective grant date (in this case, the date of approval of the corresponding Program).

Weighted average price of shares

The price of the Company’s shares considered as the basis for calculating the value of the respective options is the Market Value, as defined below, the basis for calculating the exercise prices.

Exercise Price

The options are exercised at a price equivalent to the average closing price of the Company’s shares in the 22 trading sessions prior to the granting of the options, carried out within the scope of B3 S.A. - Brasil, Bolsa e Balcão (“Market Value”). In addition, in the 2015, 2016 and 2017 Programs, discounts of 10% on the Market Value were applied.

According to the new wording of the plan, if approved, the exercise price of the options shall correspond to the average, in a certain period prior to the date of granting of the options, of the closing prices of shares of the same type traded at B3 S.A. – Brasil, Bolsa e Balcão, by applying a discount of up to 20%. The exercise price may be monetarily restated based on the variation of a price index to be determined by the Board of Directors or by the Committee, plus interest, also according to the rate determined by the Board of Directors or the Committee. There is also provision that each option has more than one share of the Company as its object, the delivery of which, however, may be subject to different terms, as well as specific terms and conditions (such as the Beneficiary’s permanence in the performance of duties) to the Company, observing periods of unavailability of shares and meeting the Company’s performance targets), as established by the Board of Directors under each program.

Expected volatility

The expected volatility is calculated based on the use of the annualized standard deviation of the natural logarithms of the daily historical changes in the Company’s share price.

Stock option term

Considering the 5-year term for exercising the options, their term is for 5 years. This period would remain in the event of approval of the new wording of the plan, in view of the maximum period of restriction on the transfer of shares, which is also 5 years. 84

Expected dividends (dividend distribution rate)

The dividend distribution rate represents the ratio between the dividend per share, paid in a given period, and the share price in the market. This variable was calculated based on the history of dividend distribution by the Company.

Risk-free interest rate

Risk-free rates were obtained from the Central Bank of Brazil and refer to the SELIC rates on the respective grant dates. c. method used and assumptions made to incorporate the expected effects of early exercise

Not applicable. d. way of determining the expected volatility

The expected volatility is calculated based on the use of the annualized standard deviation of the natural logarithms of the daily historical changes in the Company’s share price. e. if any other characteristic of the option was incorporated in the measurement of its fair value

Not applicable.

13.9. Inform the number of shares or quotas directly or indirectly held, in Brazil or abroad, and other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controllers, companies controlled or under common control, by members of the board of directors, statutory executive board or fiscal board, grouped by body.

Lojas Americanas S.A. 12/31/2019 Debenture Common Shares Preferred Shares (private subscription) Body Quantity Quantity Quantity Controller 0 328,347,147 314,311,798 Board of Directors 0 9,781,648 40,883,433 Statutory Board 0 2,639,935 18,433,154 Fiscal Board 0 0 0 TOTAL 0 340,768,730 373,628,385

B2W - Digital Company (1) 12/31/2019 Common Shares Preferred Shares Body Quantity Quantity Board of Directors 18,477 0 Statutory Board 5,915,628 0 Fiscal Board 0 0 TOTAL 5,934,105 0 (1) Company controlled by Lojas Americanas S.A. Base date on December 31, 2019, as per the guidance of Circular Letter/CVM/SEP/No. 02/2018 and information presented in article 11 of CVM Instruction no. 358/2002.

13.10 Information on the pension plans in force granted to members of the board of directors and statutory officers:

None.

13.11 In table form, indicate, for the last 3 fiscal years, in relation to the board of directors, statutory executive board and board:

EXECUTIVE BOARD PROPOSAL 2017 2018 2019 Total Paid Directors 8 8.42 10 Total Remuneration (FR) 53,451,424 57,502,949 59,359,905 Average Remuneration (BRL) 6,681,428 6,829,329 5,935,990 Maximum Remuneration (BRL) 19,105,727 17,468,706 19,402,611 Minimum Remuneration (BRL) 1,045,478 1,424,630 2,154,731

BOARD OF DIRECTORS PROPOSAL 2017 2018 2019 Total Paid Directors 7 7.67 8 Total Remuneration (FR) 3,079,527 3,196,503 3,061,191 Average Remuneration (BRL) 439,932 416,754 382,649 Maximum Remuneration (BRL) 1,223,786 509,911 390,543 Minimum Remuneration (BRL) 124,629 232,159 147,761

FISCAL COUNCIL PROPOSAL 2017 2018 2019 Total Paid Counselors 3.58 3.33 3.67 Total Remuneration (FR) 692,667 690,866 806,427 Average Remuneration (BRL) 193,482 207,467 219,735 Maximum Remuneration (BRL) 193,482 207,720 220,489 Minimum Remuneration (BRL) 193,482 67,706 144,960

13.12 Contractual arrangements, insurance policies or other instruments that structure mechanisms of remuneration or indemnity for the administrators in case of removal from office or retirement (including financial consequences for the Company):

There are no contractual arrangements, insurance policies or other instruments that structure mechanisms for remuneration or indemnity for managers in the event of removal from office or retirement.

13.13. In relation to the last 3 fiscal years, indicate the percentage of the total remuneration of each body recognized in the issuer’s income for members of the board of directors, statutory board or fiscal council that are parties related to the controllers, direct or indirect, as defined accounting rules that deal with this matter

FISCAL YEAR OF 2019 FISCAL YEAR OF 2018 FISCAL YEAR OF 2017 Board of Executive Fiscal Board of Executive Fiscal Board of Executive Fiscal

Directors Board Council Directors Board Council Directors Board Council % 38% 0% 0% 39% 0% 0% 43% 0% 0%

13.14. In relation to the last 3 fiscal years, indicate the amounts recognized in the issuer’s income as compensation for members of the board of directors, statutory executive board or fiscal board, grouped by body, for any reason other than the position they hold, such as, commissions and consultancy or advisory services provided

None.

13.15. In relation to the last 3 fiscal years, indicate the amounts recognized in the income of controllers, direct or indirect, of companies under common control and subsidiaries of the issuer, as compensation of members of the board of directors, statutory executive board or fiscal board of the issuer, grouped by body, specifying to which title such values were attributed to such individuals

None.

13.16. Provide other information that the issuer deems relevant

None.

Annex VI - Statutory Changes PROPOSED STATUTORY AMENDMENTS, ORIGIN AND REASON AND ANALYSIS OF THE LEGAL AND ECONOMIC EFFECTS (Pursuant to art. 11 of CVM Instruction 481/09)

I. Report detailing the origin and justification of the proposed changes and analyzing their legal and economic effects.

Current Restated Bylaws New Writing of the Bylaws New Comparative Writing Reason

Art. 4 - The purpose of the Art. 4 - The purpose of the company Art. 4 - The purpose of the company is In order to increase the assortment of company is the trade in general, is the trade in general, including the trade in general, including products and services available in stores including supermarkets and snack supermarkets and snack bars, supermarkets and snack bars, (including Local and O2O interactions), bars, convenience stores, retail convenience stores, retail and convenience stores, retail and aiming to better support the growth and wholesale, through stores wholesale, through stores and wholesale, through stores and challenges established to the and warehouses, of any goods warehouses, of any goods and the warehouses, of any goods and the Americanas Universe –“Everythig. and the provision of technical provision of technical assistance provision of technical assistance Anytime. Anywhere”. The inclusion of assistance services, market, services, market, administrative, services, market, administrative, the sole paragraph of article 4 is due to administrative, advertising, advertising, marketing, advertising, marketing, the updating of the Company’s marketing, merchandising, merchandising, banking merchandising, banking commitments in terms of governance banking correspondent, mobile correspondent, mobile phone correspondent, mobile phone and sustainability, in line with the phone recharge, rotary parking recharge, rotary parking and other recharge, rotary parking and other practices already disclosed to the and other related services, related services, directly or related services, directly or indirectly, market. directly or indirectly, to the main indirectly, to the main activities of to the main activities of the Company; The changes to the Company’s purpose, activities of the Company; the the Company; retail trade of food retail trade of food products, once that does not represent assignment of rights to use of products, beverages and tobacco; beverages and tobacco; the substantial modification of the computer programs - software; the assignment of rights to use of assignment of rights to use of corporate purpose, but only an increase

the import and export of goods in computer programs - software; the computer programs - software; the in activities complementary or general, destined for own or third import and export of goods in import and export of goods in general, integrated with those already party marketing, of primary or general, destined for own or third destined for own or third party developed by the Company, not entails industrialized goods; the party marketing, of primary or marketing, of primary or industrialized the right of withdrawal provided for in intermediation of business in industrialized goods; the goods; the intermediation of business Article 137 of the Brazilian Corporate international trade, the intermediation of business in in international trade, the assignment Law. assignment of rights to use international trade, the assignment of rights to use products or goods for products or goods for domestic of rights to use products or goods for domestic entertainment, such as films, entertainment, such as films, domestic entertainment, such as audiovisual works, computer games, audiovisual works, computer films, audiovisual works, computer videos and “laser” discs and the like; games, videos and “laser” discs games, videos and “laser” discs and the leasing and subleasing of movable and the like; the leasing and the like; the leasing and subleasing assets, such as VCRs, “videogames” subleasing of movable assets, of movable assets, such as VCRs, and the like, and the sale of products, such as VCRs, “videogames” and “videogames” and the like, and the being able to participate in the capital the like, and the sale of products, sale of products, being able to of other companies; deliveries of being able to participate in the participate in the capital of other goods in general; commercialization of capital of other companies; companies; deliveries of goods in pharmaceuticals, sanitizing products, general; marketing of cosmetics, perfumery, as well as

pharmaceuticals, sanitizing products, medical products and accessories; cosmetics, perfumery, as well as general printing activities, including medical products and accessories; photocopying and photo printing general printing activities, including services; restaurants and other food

photocopying and photo printing and beverage services. services; restaurants and other food Sole Paragraph - The exercise of and beverage services activities related to the Company’s Sole Paragraph - The exercise of corporate purpose, must consider:

activities related to the Company's (a) The short and long-term corporate purpose, must consider: interests of the Company and

its shareholders (a) The short and long-term

interests of the Company (b) The short and long-term and its shareholders economic, social, environmental and legal (b) The short and long-term effects of the Company’s economic, social, operations in relation to environmental and legal active employees, suppliers, effects of the Company’s customers and other operations in relation to creditors of the Company and active employees, suppliers, its subsidiaries, as well as in customers and other the community in which it creditors of the Company operates locally and globally. and its subsidiaries, as well as in the community in

which it operates locally

and globally.

Art. 5 - The share capital is in the amount of four billion, fifty Art. 5 - The share capital is in the Amendment to the caput of Article 5 of million, eight hundred thousand, amount of four billion, three Art. 5 - The share capital is in the the Company’s Bylaws, contemplating 90

five hundred and fifteen Brazilian hundred and thirty-one million, amount of four billion, three hundred the capital increases approved by the Reais and six centavos (BRL seven hundred and twenty and thirty-one million, seven hundred Board of Directors, within the 4,050,800,515.06), represented thousand, six hundred and sixty- and twenty thousand, six hundred and authorized capital limit, at meetings by one billion, six hundred three Brazilian Reais and seventy sixty-three Brazilian Reais and seventy held on July 23, 2019, September 30, million, six hundred and fifty- centavos (BRL 4,331,720,663.70), centavos (BRL 4,331,720,663.70), four 2019 and October 31, 2019 as a result three thousand, nine hundred represented by one billion, six billion, fifty million, eight hundred of the exercise of the options granted and seventy-four (1,600,653,964) hundred and twenty million, eight thousand, five hundred and fifteen under the Company’s Stock Option Plan shares [sic], being five hundred hundred and forty-nine and three Brazilian Reais and six centavos (BRL approved on April 30, 2012, as well as and thirty-nine million, nine hundred and fifty-two 4,050,800,515.06), represented by the Company’s Restricted Shares Plan hundred and forty-three (1,620,849,352) shares, being five one billion, six hundred and twenty approved on April 30, 2018. In addition, thousand, six hundred and thirty hundred and forty-five million, one million, eight hundred and forty-nine the amendment contemplates the (539,943,630) common shares hundred and fifty-four thousand, six and three hundred and fifty-two private capital increase approved by the and one billion, seventy-five hundred and fifty-six (545,154,656) (1,620,849,352) shares, being one Board of Directors within the authorized million, six hundred and ninety- common shares and one billion, billion, six hundred million, six capital limit, approved on February 17, four thousand, six hundred and seventy-five million, six hundred and hundred and fifty-three thousand, 2020. ninety-six (1,060,710,334) ninety-four thousand, six hundred nine hundred and seventy-four preferred shares, all book-entry, and ninety-six (1,075,694,696) (1,600,653,964) shares [sic], being five with no par value. preferred shares, all book-entry, hundred and forty-five million, one with no par value. hundred and fifty-four thousand, six

hundred and fifty-six (545,154,656)

common shares and one billion,

seventy-five million, six hundred and ninety-four thousand, six hundred and

ninety-six (1,075,694,696) one billion,

sixty million, seven hundred and ten

thousand, three hundred and thirty- four (1,060,710,334) preferred shares, 91

Art. 7 - The Directors and Officers all book-entry, with no par value. shall be invested in their positions Art. 7 - The Directors and Officers shall The inclusion of the sole paragraph of by signing terms of possession in be invested in their positions by article 7 is due to the updating of the the minutes book of the Board of Art. 7 - The Directors and Officers signing terms of possession in the Company’s commitments in terms of Directors or of the Executive shall be invested in their positions by minutes book of the Board of governance and sustainability, in line Board, as the case may be, signing terms of possession in the Directors or of the Executive Board, as with the practices already disclosed to subject to the prior subscription minutes book of the Board of the case may be, subject to the prior the market. of the Term of Consent of the Directors or of the Executive Board, subscription of the Term of Consent of Administrators, pursuant to the as the case may be, subject to the the Administrators, pursuant to the provisions of the Level 1 prior subscription of the Term of provisions of the Level 1 Regulation of Regulation of Corporate Consent of the Administrators, Corporate Governance of B3 S.A. – Governance of B3 S.A. – Brasil, pursuant to the provisions of the Brasil, Bolsa, Balcão. Bolsa, Balcão. Level 1 Regulation of Corporate Governance of B3 S.A. – Brasil, Bolsa, Sole Paragraph - In the performance

Balcão. of their duties, the managers shall consider the best interest of the Sole Paragraph - In the performance Company, including the interests, of their duties, the managers shall expectations and the short and long consider the best interest of the term effects of their actions on the Company, including the interests, following parties related to the expectations and the short and long Company and its subsidiaries: term effects of their actions on the following parties related to the (i) the shareholders

Company and its subsidiaries: (ii) active employees

(i) the shareholders (iii) suppliers, customers and (ii) active employees other creditors

(iii) suppliers, customers and (iv) the community and the local and global environment 92

other creditors (iv) the community and the Art. 14 - The Board shall comprise local and global environment 2 to 12 Officers, with one being Art. 14 - The Board shall comprise 2 to Proposal aims to adapt the executive the Officer Superintendent and 14 Officers, with one being the Chief Art. 14 - The Board shall comprise 2 board structure in order to better to the others lacking specific Executive Officer, one being Officer to 14 Officers, with one being the support the growth challenges designation, elected for one (1) Superintendent and the others lacking Chief Executive Officer, one being established for the Americanas Universe year by the Board of Directors specific designation, elected for one Officer Superintendent and the - “Everything. Anytime. Anywhere”. and with possible reelection. (1) year by the Board of Directors and others lacking specific designation, § 1 - The Officers shall be with possible reelection. elected for one (1) year by the Board individuals residing in the of Directors and with possible § 1 - The Officers shall be individuals country. reelection. residing in the country. Art. 17 - The Board will meet at § 1 - The Officers shall be individuals

Corporate Headquarters, when residing in the country. Art. 17 - The Board will meet at necessary. Adaptation of Article 17 to the new Corporate Headquarters, when Sole Paragraph – The Officer Art. 17 - The Board will meet at structure proposed in Article 14 of necessary. Superintendent shall have a Corporate Headquarters, when these Bylaws. Sole Paragraph – The Chief Executive personal and a decisive vote in necessary. case of a tie. Officer Officer Superintendent shall Sole Paragraph – The Chief Executive have a personal and a decisive vote in Officer shall have a personal and a case of a tie. Art. 21 - The Officer decisive vote in case of a tie.

Superintendent shall represent the company in an active and Art. 21 – The Chief Executive Officer Adaptation of Article 21 to the new Art. 21 – The Chief Executive Officer passive capacity. or Officer Superintendent shall structure proposed in Article 14 of or Officer Superintendent shall represent the company in an active these Bylaws. SoleParagraph – When judicially represent the company in an active and passive capacity. summoned to testify for the 93

company, the Officer and passive capacity. SoleParagraph – When judicially Superintendent may designate summoned to testify for the company, SoleParagraph – When judicially for that purpose another Officer the Chief Executive Officer or Officer summoned to testify for the or proxy/representative for Superintendent may designate for company, the Chief Executive Officer specific purposes. that purpose another Officer or or Officer Superintendent may proxy/representative for specific designate for that purpose another purposes. Art. 22 - In case of absence, fault Officer or proxy/representative for or hindrance, the Officer specific purposes. Superintendent shall be Art. 22 - In case of absence, fault or Art. 22 - In case of absence, fault or substituted by any of the other hindrance, the Chief Executive Officer Adaptation of Article 22 to the new hindrance, the Chief Executive officers to the discretion of the and the Officer Superintendent shall structure proposed in Article 14 of Officer and the Officer Board of Directors. The other be substituted by any of the other these Bylaws. Superintendent shall be substituted members of the Board shall be officers to the discretion of the Board by any of the other officers to the reciprocally substituted in the of Directors. The other members of discretion of the Board of Directors. form established by the Board of the Board shall be reciprocally The other members of the Board Directors. substituted in the form established by shall be reciprocally substituted in the Board of Directors. the form established by the Board of Directors.

Annex VII - Consolidation of the Bylaws

LOJAS AMERICANAS S.A. Publicly traded company CNPJ/ME no. 33.014.556/0001-96 NIRE 33.300.028.170

CHAPTER I

Corporate Name, Head Offices, Term and Corporate Purpose of the Company

Art. 1 - The company LOJAS AMERICANAS S.A. (“Company”), incorporated in Rio de Janeiro, on May 2, 1929, shall be governed by these Bylaws and the legislation in force, as applicable. Sole Paragraph - With the admission of the Company to the special listing segment called Level 1 of Corporate Governance of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its shareholders, Administrators and members of the Fiscal Council are subject, when held, to the provisions of the B3 Corporate Governance Level 1 Listing Regulation (“Level 1 Regulation”).

Art. 2 - The company’s Head Offices, for all legal purposes, is in the City of Rio de Janeiro, Capital of the State of Rio de Janeiro. Sole Paragraph - The Executive Board may - with the authorization of the Board of Directors - create offices, agencies, stores, goods warehouses and other establishments that it deems necessary for the development of company. Such establishments, however, shall not have equity, and the general accounting is done at the Head Offices.

Art. 3 - The Company shall be in effect for an indefinite term. Art. 4 - The purpose of the company is the trade in general, including supermarkets and snack bars, convenience stores, retail and wholesale, through stores and warehouses, of any goods and the provision of technical assistance services, market, administrative, advertising, marketing, merchandising, banking correspondent, mobile phone recharge, rotary parking and other related services, directly or indirectly, to the main activities of the Company; retail trade of food products, beverages and tobacco; the assignment of rights to use of computer programs - software; the import and export of goods in general, destined for own or third party marketing, of primary or industrialized goods; the intermediation of business in international trade, the assignment of rights to use products or goods for domestic entertainment, such as films, audiovisual works, computer games, videos and “laser” discs and the like; the leasing and subleasing of movable assets, such as VCRs, “videogames” and the like, and the sale of products, being able to participate in the capital of other companies; deliveries of goods in general; marketing of pharmaceuticals, sanitizing products, cosmetics, perfumery, as well as medical products and accessories; general printing activities, including photocopying and photo printing services; restaurants and other food and beverage services.

(a) Sole Paragraph - The exercise of activities related to the Company's corporate purpose, must consider: (b) The short and long-term interests of the Company and its shareholders (c) The short and long-term economic, social, environmental and legal effects of the Company’s operations in relation to active employees, suppliers, customers and other creditors of the Company and its subsidiaries, as well as in the community in which it operates locally and globally.

CHAPTER II Share Capital Art. 5 - The share capital is in the amount of four billion, three hundred and thirty-one million, seven hundred and twenty thousand, six hundred and sixty-three Brazilian Reais and seventy centavos (BRL 4,331,720,663.70), four billion, fifty million, eight hundred thousand, five hundred and fifteen reais and six cents (R$4,050,800,515.06) represented by one billion, six hundred and twenty million, eight hundred and forty-nine and three hundred and fifty-two (1,620,849,352) shares one billion, six hundred million, six hundred fifty-three thousand nine hundred seventy-four (1,600,653,964), being five hundred and forty-five million, one hundred and fifty-four thousand, six hundred and fifty-six (545,154,656) common shares and one billion, seventy-five million, six hundred and ninety-four thousand, six hundred and ninety-six (1,075,694,696) one billion, sixty million, seven hundred and ten thousand, three hundred and thirty-four (1,060,710,334) preferred shares, all book-entry, with no par value. 1.- The share capital may be represented by up to 2/3 of preferred shares. 2.- The share capital may be increased, regardless of statutory reform, pursuant to paragraphs 4 et seq. of this article, up to the limit of 2,000,000,000 common and/or preferred shares. § 1 - Preferred shares and common shares of minority shareholders shall have the right to be included in public offers for the sale of control, under the conditions provided in Article 254-A of Law 6,404/76, guaranteeing the price equivalent to 100% of that paid for the shares with voting rights in the control block. § 2 - Preferred shares shall not be entitled to vote and shall have priority in the receipt of dividends and the reimbursement of capital. § 3 - The outstanding capital corresponds to the subscribed capital, except for the shares held by the controlling shareholder, by persons linked to it, by the Company’s Management and those in treasury. § 4 - Within the limit of authorized capital, and regardless of changes to the Bylaws, the Board of Directors shall be competent to resolve on the issue of shares.

§ 5 - The resolutions of the Board of Directors on the issue of shares shall be transcribed in the proper Book, and shall contain: the number and type of shares object of the issue, as well as by capitalization of reserves or subscription; whether the subscription shall be public or private; the conditions for payment in currency, assets or rights, the payment term and installments;

the minimum fixed values for which the shares may be placed or subscribed; and the term for subscription of the shares. § 6 - When the issue of shares allows payment in installments or in installments, the Board of Directors’ resolution and the Subscription Bulletin shall detail the amounts of the entries or installments, and the respective payment dates. § 7 - Failure by the shareholder, under the conditions provided in the Subscription Form, of any installment corresponding to the subscribed shares shall, in full right, regardless of notice or notification, in the constitution of the defaulting shareholder, subject to the payment of the amount of the installment, as well as monetary restatement using the indexes for updating tax debts, a fine of five percent (5%) and interest of six percent (6%) per year on the total debt.

§ 8 - The Board of Directors may approve the suppression of the preemptive right to new subscriptions in the cases provided in art. 172 of Law no. 6404/76. § 9 - All the company’s shares are book-entry shares, remaining in a deposit account with Banco Bradesco S.A., with Head Offices in Osasco, State of São Paulo, under the terms of articles 34 and 35 of Law No. 6,404 of 12/15/76, and may be charged to shareholders the remuneration referred to in § 3 of art. 35 of said legal diploma.

CHAPTER III Company Administration Art. 6 - The company shall be managed by the Board of Directors and the Executive Board, in accordance with the Law and these Bylaws. Sole Paragraph - The Board of Directors may determine the creation of advisory committees designed to assist the respective members of the Board of Directors, particularly the Audit Committee provided below, as well as to define the respective composition and specific attributions. Art. 7 - The Directors and Officers shall be invested in their positions by signing terms of possession in the minutes book of the Board of Directors or of the Executive Board, as the case may be, subject to the prior subscription of the Term of Consent of the Administrators, pursuant to the provisions of the Level 1 Regulation of Corporate Governance of B3 S.A. – Brasil, Bolsa, Balcão. Sole Paragraph - In the performance of their duties, the managers shall consider the best interest of the Company, including the interests, expectations and the short and long term effects of their actions on the following parties related to the Company and its subsidiaries: (i) the shareholders (ii) active employees (iii) suppliers, customers and other creditors (iv) the community and the local and global environment

Board of Directors.

Art. 8 - The Board of Directors shall be composed of a minimum of 3 and a maximum of 10 members, elected by the General Meeting, with a unified mandate of 2 years, with reelection permitted.

§ 1 Its Chairman shall be chosen among the Directors at the Meeting in which they take office, which shall be held right after the General Meeting that elects them. § 2 The positions of chairman of the board of directors and chief executive officer or main executive of the Company cannot be accumulated by the same person. Art. 9 - The Directors shall be resident in the country or abroad, and may be reelected. Sole Paragraph - The non-reelected Directors shall exercise their duties until the investiture of their substitutes. Art. 10 - The Board of Directors shall meet at the Headquarters whenever called by the Chairman or by the majority of the Directors, and the Directors may be represented by another Director, by proxy, letter or e-mail. § 1 - Minutes shall be drawn up, which shall be submitted for approval at the subsequent meeting, highlighting the events relevant to the meeting.

§ 2 - Decisions shall be taken by majority vote, among the Directors present, and the Chairman, in addition to his personal vote, shall be the tiebreaker. § 3 - The Board of Directors’ meetings may take place by means of a conference call, video conference or any other means of communication that enables the identification of the participant and simultaneous communication with all other participants in the meeting. Art. 11 - The Board of Directors has the duties assigned to it by Law and by these Bylaws, and it is also responsible for: a) To elect and remove the Directors of the company, establishing their duties, and the criteria for their replacement, observing the provisions of these Bylaws; b) Determine the distribution of the remuneration fixed by the General Meeting to its members and to the Officers; c) To resolve on the issue of shares and subscription bonuses and commercial promissory notes; d) Approve the acquisition of shares of the Company for maintenance in treasury or cancellation; e) To resolve on the issuance of subscription bonuses and credit instruments for raising funds, including bonds, promissory notes, commercial papers, or others in common use in the market, as well as non-convertible debentures and convertible debentures in the limit of authorized capital; f) To express itself in favor or contrary to any public offer for the acquisition of shares which object is the shares or securities convertible or exchangeable for shares issued by the 98

Company, by means of a prior reasoned opinion, which shall address, at least (a) the convenience and opportunity of the public offering for the acquisition of shares regarding the interest of the Company and all shareholders; and (b) the economic value of the Company, as well as the information required by the applicable rules established by the CVM and other information that the Board of Directors considers relevant; and g) To express itself in favor or contrary to the terms and conditions of corporate reorganizations, capital increases and other transactions that give rise to the change of control through a reasoned prior opinion that shall address, at least, whether the transaction ensures fair and equitable treatment to the company’s shareholders. Art. 12 - The Company shall have an Audit Committee, an advisory body linked to the Board of Directors, which shall be composed of three (3) members, and at least one (1) must have recognized experience in corporate accounting matters, for a term that coincide with the term of office of the members of the Board of Directors, reelection being permitted. The members of the Audit Committee shall be appointed by the Board of Directors. §1 The activities of the audit committee coordinator are defined in its internal regulations, approved by the board of directors.

§2 In case of absence or temporary impediment of a member of the Audit Committee, the absent member shall indicate, among the other Directors, who will replace him. In the event of a vacancy, the Chairman of the Board of Directors shall call a meeting of the Board of Directors for the election of the new member of the Audit Committee, for the end of the respective term. §3 The members of the Audit Committee shall meet whenever called by any of its members.

Art. 13 - In the event of a vacancy in the position of Director, the Board of Directors shall appoint the substitute, who shall serve until the end of the term of the replaced Director; in case of vacancy in the position of Chairman, his replacement shall be chosen at the subsequent meeting of the Board of Directors. Board of Directors. Art. 14 - The Board shall comprise 2 to 14 Officers, with one being the Chief Executive Officer, one being Officer Superintendent and the others lacking specific designation, elected for one (1) year by the Board of Directors and with possible reelection.

§ 1 - The Officers shall be individuals residing in the country. § 2 - Officers who are not reelected shall perform their duties until their substitutes take office.

Art. 15 - In the event of a vacancy in the position of Officer, whether permanent or temporary, the Board of Directors shall be responsible for electing the new Officer or designating the replacement, establishing, in both cases, the term of his office, which shall not exceed that of the replaced person.

Sole Paragraph - If the replacement is made by another Officer, he/she shall not accumulate votes or the respective remunerations. Art. 16 - The Executive Board shall serve as a collegiate body in the deliberations on all matters that, pursuant to the law and these Bylaws, have to be submitted to the Board of Directors, notably the Annual Report and Financial Statements, the Monthly Balance Sheets, the proposals for capital increase and the distribution of dividends, and any other resolutions that go beyond the ordinary limits of the specific duties of each Officer.

Sole Paragraph - The sale of real estate from permanent assets, as well as the creation of real liens on them depends only on the signature of two Officers. Art. 17 - The Board will meet at Corporate Headquarters, when necessary.

Sole Paragraph – The Superintendent Officer Chief Executive Officer shall have a personal and a decisive vote in case of a tie. Art. 18 - All acts that create obligations for the company or exonerate a third party from obligations towards it, including agreements in general, endorsement of checks, promissory notes, bills of exchange, trade bills and any securities, debt confessions, the granting of sureties and bails for subsidiaries, credit opening agreements and others of the same kind, shall only be valid in relation to the Company if entered into jointly by two Officers, or by an Officer together with an attorney-in-fact, constituted in the form of article 20. § 1 - The issuing of checks and money orders shall also be valid when signed by two (2) specially appointed attorneys-in-fact and in the form that the power of attorney establishes. § 2 - The company may be represented, outside the registered office, by an Officer or a proxy with specific powers granted by two (2) Officers, in accordance with Article 20.

§ 3 - The Company is prohibited from granting endorsements, sureties and any other guarantees to individuals or legal entities, except those in favor of subsidiary companies. Art. 19 - The endorsement, in favor of banks, checks, duplicates and other securities, exclusively when for credit to the company’s account, and the issuance of duplicates, may be subscribed by an attorney-in-fact vested with special powers. Art. 20 - The constitution of attorneys-in-fact to represent the company, including for the purposes of Arts. 18 and 19 above, shall be made by two Officers. The instrument shall mention the powers granted and the term of office, which shall not exceed one year. Sole Paragraph - The judicial mandate may be granted for an indefinite period.

Art. 21 – The Chief Executive Officer or Superintendent Officer shall represent the company in an active and passive capacity. Sole Paragraph – When judicially summoned to testify for the company, the Chief Executive Officer or Superintendent Officer may designate for that purpose another Officer or proxy/representative for specific purposes.

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Art. 22 - In case of absence, fault or hindrance, the Chief Executive Officer and the Officer Superintendent shall be substituted by any of the other officers to the discretion of the Board of Directors. The other members of the Board shall be reciprocally substituted in the form established by the Board of Directors.

Art. 23 - Common Provisions to Administrators. The Administrators - Board of Directors and Executive Board - shall receive monthly fees fixed by the General Meeting, with the amounts thus stipulated being divided according to the resolution of the Board of Directors.

§ 1 - The members of the Board of Directors who are part of the Executive Board shall not participate in the fees set for that Board, as long as the accumulation of positions continues. § 2 - To the members of the Executive Board who are not linked to the company by employment agreement, the system of the Guarantee Fund for Seniority shall be extended.

CHAPTER IV

Supervisory Board Art. 24 - The company shall have a Fiscal Council, of non-permanent functioning, composed of three to five effective members and an equal number of alternates, with the powers and attributions that the Law confers and observing the legal precepts regarding requirements, impediments, remuneration, composition, installation, operation, duties and responsibilities. CHAPTER V

Shareholders’ Meetings Art. 25 - The Ordinary General Meeting shall meet, annually, in the first four months after the end of the fiscal year, and the Extraordinary General Meeting, whenever the Law and the social interests require the manifestation of the shareholders. Sole Paragraph - When the General Meeting is called, the transfer of shares may be suspended until the meeting is held, but for a period not exceeding fifteen (15) days.

CHAPTER VI Fiscal Year Art. 26 - The financial year shall begin on January 1 and end on December 31, when the financial statements required by law shall be prepared. Art. 27 - As determined by the Board of Directors, the company may prepare interim balance sheets in compliance with legal provisions.

Art. 28 - Any accumulated losses and the provision for income tax shall be deducted from the income for the year; from the remaining profit, the following shall be deducted, in that order: a) the amount to be distributed as employees’ share of the company’s profits, in an amount not exceeding 6% of the net profit, and according to the criteria that are annually approved by the Board of Directors, which shall take into account, among other factors, length of service at the company, responsibility, efficiency, interest and zeal for the service; b) the statutory 101

participation of the Executive Board that shall be distributed according to the resolution of the Board of Directors, respecting the legal limits; and c) at the discretion of the Board of Directors, the amount approved as a contribution to an institution or assistance or pension fund for employees that may be organized for this purpose, or in which the company may participate. Art. 29 - After the deductions referred to in the previous article and on the net profit so calculated, five percent (5%) shall be taken to the legal reserve, a reserve that shall not exceed twenty percent (20%) of the capital stock. Art. 30 - At least the amount corresponding to twenty-five percent (25%) of the net profit for the year, duly adjusted in accordance with the Law, will be distributed to shareholders, as dividends, and the General Meeting shall approve the form and date of the respective payments, upon proposal by the Board of Directors. Sole Paragraph - Dividends shall not earn interest and those not received shall expire within the term of the Law. Art. 31 - The Board of Directors is authorized to declare dividends to the profit account determined in accordance with the interim balance sheets mentioned in Art. 27 of these bylaws, or in the form of § 2 of art. 204 of Law no. 6404 of 12/15/76. Art. 32 - The General Meeting may, at the proposal of the management bodies, allocate part of the net profit to the formation of reserves in order to offset, in a future year, the decrease in profit, resulting from the loss deemed probable, the value of which can be estimated, or at investments and the expansion of social businesses, which cannot exceed the limit of social capital.

§ 1 - The proposal of the management bodies shall indicate the cause of the expected loss and justify, with the prudent reasons they recommend, the constitution of the reserve. § 2 - The reserve shall be reversed in the year in which the reasons that justified its constitution cease to exist or in which the loss occurs. Art. 33 - The profit balance after the aforementioned determinations shall be appropriated at the discretion of the Board of Directors.

CHAPTER VII General and Transitional Provisions Art. 34 - By resolution of the Board of Directors, and in compliance with the rules issued by the Securities and Exchange Commission, the company may acquire its own shares, for the purposes provided in items “b” and “c” of art. 30 of Law no. 6404 of 12/15/76. Art. 35 - The Company may grant stock options, pursuant to paragraph 3 of art. 168 of Law no. 6,404/76, in accordance with the plan approved by the General Meeting. Art. 36 - The Company shall ensure that the members of the Board of Directors, the Executive Board and the Fiscal Council or members of any corporate bodies with technical functions designed to advise the administrators, the defense in judicial and administrative proceedings 102

initiated by third parties, during or after their respective mandates, for acts performed in the exercise of their functions, including by means of a permanent insurance agreement, in order to protect them from the responsibilities for acts resulting from the exercise of the position or function, with the payment of procedural expenses, attorneys’ fees and indemnities arising from the aforementioned proceedings. §1 - The guarantee provided in the caput of this article extends to employees who regularly act in compliance with the mandate granted by the Company or companies controlled by it.

§ 2 - If any of the persons mentioned in the caput or in the 1st paragraph is convicted, by a final judicial decision, due to guilt or intent, the Company shall be reimbursed for all legal assistance costs and expenses, under the terms of the law.

Art. 37 - Omissions shall be regulated by the legislation in force.

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