LOJAS AMERICANAS S.A. Public Held Company CNPJ/ME no. 33.014.556/0001-96 NIRE 3330002817.0
Minutes of the Meeting of the Board of Directors of Lojas Americanas S.A. (“Company” or “LASA”) held on February 19, 2021.
1. Date, Time and Venue: On February 19, 2021, at 11:00 a.m. by conference call, pursuant to paragraph 3 of article 10 of the Company’s Bylaws.
2. Call and Presence: Call waived due to the presence of all members of the Board of Directors.
3. Board: Chairman: Mr. Eduardo Saggioro Garcia; Secretary: Mr. Miguel Gomes Pereira Sarmiento Gutierrez.
4. Resolutions: After a presentation (attached) (“Preliminary Material”) on the merits of a potential operational combination of the businesses of the Company and its controlled company B2W – Companhia Digital (“B2W”, or, jointly with LASA, the “Companies”), with the objective of maximizing the customer experience in a new journey of value creation for the Companies (“Transaction”), the Board of Directors determined that (i) the Transaction be studied and all relevant materials be prepared for future decision making; (ii) the Preliminary Material be presented to the Board of Directors of B2W; and (iii) if there is a favorable decision by the Board of Directors of B2W to move forward with further and deeper studies, a material fact be published to inform on the start of the negotiations between the Companies.
5. Conclusion: There being no further matters to be discussed, the meeting was adjourned, and the present Minutes were drawn up, read, found to be correct, and signed by the Directors attending the meeting: Carlos Alberto da Veiga Sicupira; Eduardo Saggioro Garcia; Claudio Moniz Barreto Garcia; Paulo Alberto Lemann; Paulo Veiga Ferraz Pereira; Sidney Victor da Costa Breyer; e Vanessa Claro Lopes.
This is a faithful copy of the original drawn up in the Company's proper book.
Miguel Gomes Pereira Sarmiento Gutierrez Secretary
1 A New Journey For The Americanas Universe
WHAT ARE WE Potential Operational Combination of Americanas and B2W 1 CONSIDERING?
WHY ARE WE Rapid Changes in Consumer Behavior 2 DOING THIS NOW?
RATIONALE OF Unique Opportunity to Accelerate Our Evolution 3 THE TRANSACTION
OUR VISION FOR A More Firepower to Maximize Value for Clients 4 COMBINED FUTURE
2 WHAT ARE WE CONSIDERING?
Potential Operational Combination of Americanas and B2W
3 Accelerating our Evolution to a Fully Integrated Americanas Universe…
More Firepower to Maximize Value for Clients
4 …Creating a Frictionless Experience for our Clients
CLIENTS
"To be even more relevant in the day-to-day life of clients"
5 WHY ARE WE DOING THIS NOW?
Rapid Changes in Consumer Behavior
6 The World Has Changed…
- Covid-19 Pandemic - More people staying at home - Growing use of digital services • Shopping Online • Digital Payments • On-demand Deliveries • Streaming Content • Video Conferences • ...
7 …And We Have Evolved to Offer a More Convenient Client Experience INTEGRATION & INNOVATION
PHYSICAL O2O
DIGITAL
BETTER PROXIMITY GREATER CONVENIENCE NEW EXPERIENCES
Notes: Online to Offline (O2O) 8 …Empowering Our Stores to Embrace Changes in Consumer Behavior
Fintech Contactless Payments Ame Pro (Mobile POS) Ame Flash (Ship From Store) Ame Go (Autonomous Stores) Scan & Go • O2O ACCELERATION … • FLEXIBLE ASSORTMENT • DIGITAL MANAGERS
Notes: Online to Offline (O2O) 9 RATIONALE OF THE TRANSACTION
Unique Opportunity to Accelerate Our Evolution
10 Independent Development Built a Successful Ambidextrous Organization…
1929 40 82 99 03 05 06 10 14 15 16 18 20 21 22 23 ...
CURRENT SEMPRE CONTROL MAIS GROUP BRASIL
IPO SOMOS MAIS BRASIL “To be even more relevant in the O2O Acceleration day-to-day life of clients" B2W MARKETPLACE
Strategic Acquisitions (10 tech Companies)
11 …Then We Designed Three Growth Horizons For the Future
Significant Expansion H3 IF – Innovation & Future Explore options and
H3 invest for disruptive innovation GROWTH H2 Digital Secular Growth Expand and accelerate H2 growth in digital commerce
H1 Physical Cash Generation Optimize existing businesses H1 with continuous improvement
TIME
12 …Giving Birth to IF, our Engine of Innovation
IF PURPOSE: Create and accelerate disruptive businesses through new technologies, establishing an ongoing relationship with the innovation ecosystem
Accelerator Incubator Venture New M&A Capital Retail
13 …That Developed Ame, Our Mobile Platform Banking 15 mm Product Downloads Marketplace and Services
Loyalty Wallet Pre-paid Card Credit Card Payments Insurance 20:30 Loans Pix Boletos(1) Cashback for you! Bill Payment Notes: (1) Invoice sent by a bank on behalf of a third- party business, payable using a bar code
Notes: (1) Invoice sent by a bank on behalf of a third-party business, payable using a bar code 14 …Which Increased Our Reach Through Key Partnerships
Extending Beyond Our Platforms To Nearly 3 Million Merchants
Digital First POS Machines Integrators Credit Card Gas Station (pre-paid)
Acquirers Technology Card Networks Credit Off us Platforms
15 …and Created LET’S, Our Nationwide Logistic Platform Providing a Key Competitive Advantage to Integrate Physical and Digital Channels Number of DCs 22
Urban Hubs +200
Ship from Store +5,000 (#Locations) 100% of Zip Codes Covered #Cities (24h delivery) +1,000
Transportation Distribution Centers (#vehicles) +22,000
16 This Strategy Generated Massive Value Creation… (1999 – 2020) R$ 38 bn GMV in 3Q20
+27x GMV Growth since 1999
R$ 3.4 bn EBITDA in 3Q20
+133x EBITDA Growth since 1999 Active Clients in 3Q20 R$ 46 mm (+80 mm clients registered)
43,900% Shareholder return since 1999
(1Notes: 3Q20 LTM Figures 17 …Which Successfully Grew Across Different Environments
CONSOLIDATED GMV (R$ Billion) 37.8
COVID-19 Impeachment Request 27x President End of “Lei 1999-3Q20 do Bem” Impeachment President Pension Reform 2013 Subprime Reelection World Crisis 09/11 2005 Prison Attacks Reelection 2009 Former Elections President Protests Beginning of against the 2018 2001 “Lei do Bem” Elections government Election
Trucker’s 1,5 Strike
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 3Q20 (LTM)
18 …and Produced Strong Profitability
CONSOLIDATED EBITDA (R$ Million) 3,391
133x 1999-3Q20
25
(LTM) Note: (1) Not adjusted by inflation
19 …and Resulted in an Optimized Capital Structure in 2020
R$ 8.6 bn R$ 5.5 bn (US$ 1.0 bn) Equity Raised Debt Issued 2020 2020 >R$ 14 billion to fuel growth
20 OUR VISION FOR A COMBINED FUTURE
More Firepower to Maximize Value for Clients
21 A New Journey to Maximize Client Experience…
Transition to BETTER One Powerful Platform ASSORTMENT
Optimizing the Use of FASTER Data & Analytics DELIVERY
Unifying Our MORE Inventories CONVENIENCE
22 …Building a More Powerful Platform
4.4 bn Annual visitors More Social Relevance GDP Covered (Online) 100% Innovation +1,700 Stores Entrepreneurship Income Generation +750 Cities w/Stores Employability
(1) +87,000 Sellers & Suppliers Social & Environmental +34,000 (1) Associates Responsibility
Notes: 3Q20 LTM Figures (1) Nov/20 23 …Leveraging Data to Create Better Value and Client Experiences
DATA DRIVEN CUSTOMIZED CRM Data Sources Greater Reach INTEGRATED STORES +4.4 bn CUSTOMER +10 bn Visits Recommendations CENTRIC A.I. E-COMMERCE (1P)
+30 mm +15 bn MARKETPLACE (3P) MAU Notifications
MOBILE +70 mm +60 bn Deliveries Media Impacts PAYMENTS
+300 mm +30 mm … Transactions LGPD Compliant Social network
Notes: 3Q20 LTM Figures (1) Monthly Active Users 24 …Unleashing a More Powerful Integrated Advertising Business
PHYSICAL INTEGRATED ADS PLATFORM
AWARENESS SUPPLIERS
CONSIDERATION PURCHASE ADS SELLERS RETENTION
ADVOCACY PARTNERS
DIGITAL
25 …And Integrated Inventories, Getting Closer to the Client +1,700 mini hubs Flexible INTEGRATED (stores) Fulfillment MODEL Platform 3h delivery
Higher Density
Deliver Even Faster
More Convenience
Better Availability of Assortment
26 …Creating a Strong Network Effect to Attract, Integrate and Develop
+CLIENTS +TALENTS RETAIL E-COMMERCE +SELLERS PAYMENTS +BUSINESSES LOGISTICS …
+SUPPLIERS +MERCHANTS
27 This Combination Also Creates a More Powerful M&A Engine…
Accelerate Existing Businesses
Dominate New Segments
Attract New Companies
Bring Talents with Different Skills
Unlock Exponential Growth
28 ...That We Can Accelerate Beyond Our Recent Successful Acquisitions
…
Jan/20 Dec/20 Dec/20
Largest online Marketplace Fintech Specialized in Bank as a Service for Grocery in Brazil Core Banking Solutions & RegTech
29 …Expanding Our Universe Exponentially
TAM New Businesses Banking
R$2.0 TN Fintech Total Retail Sales(1)
Existing Businesses Expansion New Categories Advertising New Formats New Channels ...
Source: IBGE 2017 Note: (1) Total retail sales in Brazil considers retail trade categories of (i) non- R$ 38 bn … specialized trade, (ii) products, beverages and tobacco, (iii) fabrics, haberdashery, clothing and footwear, (iv) fuels and lubricants and (v) trade of other products in specialized stores + trade of vehicles, parts and motorcycles categories. Not considering wholesale trade categories, which sum an additional of R$1.7 trillion. TAM = Total Addressable Market
30 What's Next?
1 Assemble an Independent Committee (B2W)
2 Study, Propose and Negotiate Terms
3 Independent Committees’ Recommendation
4 Call EGMs (Shareholder Meetings: Americanas & B2W)
5 EGMs to Evaluate the Transaction
31 32