LOJAS AMERICANAS S.A. · 2020. 4. 4. · 3 1. Copy of the Call Notice The shareholders of LOJAS...
Transcript of LOJAS AMERICANAS S.A. · 2020. 4. 4. · 3 1. Copy of the Call Notice The shareholders of LOJAS...
LOJAS
AMERICANAS S.A.
PARTICIPATION MANUAL FOR ORDINARY AND
EXTRAORDINARY MEETINGS
2020
APRIL 30, 2020
2:00 PM
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Summary 1. Copy of the Call Notice ......................................................................................................... 3
2. Guidelines for Participation in Meetings ............................................................................. 5
2.1. Participation of Shareholders in the Assemblies ......................................................... 5
2.2. Proxy Representation ................................................................................................... 6
2.3. Guidelines for Participation by sending a Voting Ballot ............................................. 6
3. Management’s proposals regarding the matters on the Agenda ....................................... 7
3.1. Matters to be deliberated in the Ordinary General Meeting ..................................... 7
3.2. Matters to be deliberated in the Extraordinary General Meeting ........................... 10
4. Clarifications ....................................................................................................................... 11
5. Power of Attorney Model .................................................................................................. 11
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1. Copy of the Call Notice
The shareholders of LOJAS AMERICANAS S.A. ("Company") are invited to attend the Ordinary and Extraordinary Shareholders’ Meetings ("Meetings") to be held, cumulatively, on April 30, 2020, at 2:00 p.m. in the auditorium attached to the Company’s headquarters, located in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Coelho e Castro, 38, Saúde, zip code: 20081-060, to deliberate on the following agenda:
At the Ordinary General Meeting:
(i) taking the management accounts, examining, discussing and voting on the financial statements for the fiscal year ended on 12.31.2019;
(ii) approve the capital budget for the fiscal year of 2020, for the purposes of art. 196, of Law No. 6,404/76.
(iii) deliberate the approval of the allocation of the Company’s net income for the year ended on 12.31.2019.
(iv) define the number of members of the Board of Directors of the Company, with the term of office for two years, up to the 2022 Annual General Meeting.
(v) elect the members of the Board of Directors. (vi) install the Fiscal Council for the mandate that will end in the Ordinary General Meeting
of 2021. (vii) if installed, determine the number of members that will compose the Fiscal Council of
the Company and elect the members and its respective substitutes. (viii) determine the limit of global remuneration of administrators of the Company; and (ix) if installed, determine the remuneration of the members of the Fiscal Council.
At the Extraordinary General Meeting:
(i) amend the Company’s Bylaws to:
(a) detail the Corporate Purpose, with the inclusion of new items, as indicated in the Management Proposal, without changing the original basic activity, besides update the Company’s commitments regarding governance and sustainability;
(b) update the commitments of the Company’s administration related to governance and sustainability, as well as change the number of Executive Board members and create the position of Chief Executive Officer, with the objective to adequate the board’s structure to support the growth challenges established for the Americanas Universe – “Everything. Anytime. Anywhere.”
(c) change the caput of Article 5 of the Company's Bylaws to reflect the capital increases approved by the Board of Directors, within the authorized capital limit, in the meetings held on July 23, 2019, September 30, 2019 and October 31, 2019.
(ii) consolidate the Company’s Bylaws in order to reflect the above changes.
General Information:
- The following documents were published on February 28, 2020 on the "Diário Oficial do Estado do Rio de Janeiro" and the "Valor Econômico" newspaper: (a) Management's report; (b) financial statements for the fiscal year ended on December 31st, 2019; (c) the independent auditors ' report; and (d) the opinion of the Company’s Fiscal Council.
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- The documents and information referred to in the previous paragraph and the others provided for in the Instructions of the Brazilian Securities and Exchange Commission ("CVM") were submitted to the CVM, through the Periodic Information system (IPE), pursuant to art. 6 of CVM Instruction 481/09, and were made available to shareholders at the Company's headquarters, on its Investor Relations website (https://ri.lasa.com.br/en), and on the B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and the CVM (www.cvm.gov.br) websites.
- Under the terms of art. 3 of CVM Instruction 165/91 and Article 4 of CVM Instruction 481/09, it is hereby informed that the minimum percentage of participation in the voting capital required to request the adoption of the multiple voting process for the election of the members of the Board of Directors Management is 5% (five percent) of the Company's voting shares. This option may only be exercised by the shareholders if the minimum notice of 48 (forty-eight) hours is observed in relation to the Meetings.
- The shareholder that may elect to exercise your voting rights through the distance voting system, pursuant to CVM Instruction no. 481/2009, by sending the corresponding ballot paper through their respective custodian agents or directly to the Company, in accordance with the guidelines set forth in item 12.2 of the Company’s Reference Form.
- Considering the current guidelines of the Ministry of Health and the Government of the State of Rio de Janeiro for the prevention and confrontation of the Coronavirus (COVID-19), and aiming at the safety of its shareholders, the Company recomends that, if possible, preference should be given to use of the remote voting ballot for participation in the AGM, mainly by sending it to service provider able to collect and transmit instructions for filling out the ballot (custody agent). The Company also informs that it will accept, exceptionally, in these Meetings, in order 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 shareholder or his/her legal representative must attend the Meetings with documents proving their identity.
- The shareholders participating in the Fungible Custody of B3’s Registered Shares who wish to participate in the Meetings must present an updated extract of their shareholding position provided by the custodian.
- It is requested that, to the extent possible, the powers of attorney with special powers for representation in the Meetings referred in this call notice have the notarized and are deposited at the headquarters of the Company’s Investor Relations Department until April 24, 2020.
Rio de Janeiro, March 30, 2020.
Carlos Alberto da Veiga Sicupira Chairman
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2. Guidelines for Participation in Meetings
2.1. Participation of Shareholders in the Assemblies
The Company's shareholders may attend the General Meeting in person, by a duly constituted
proxy, or by means of distance voting.
Considering the current guidelines of the Ministry of Health and the Government of the State of
Rio de Janeiro for the prevention and confrontation of the Coronavirus (COVID-19), aiming at
the safety of its shareholders, the Company suggests that, if possible, preference should be given
to use the remote ballot paper for participation in the Meetings, mainly by sending it to service
providers able to collect and transmit instructions for filling out the ballot paper (custodian or
bookkeeper), given the greater simplicity of such procedure. The Company also informs that it
will accept, exceptionally, in these Meetings, in order 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.
If the shareholders appear in person or by a duly appointed attorney-in-fact, the following
documents will be required for participation in the Annual and Extraordinary Shareholders'
Meeting:
Natural Person:
Valid identity document with photo (original or authenticated copy) of the
shareholder or, if applicable, of his proxy and the respective power of attorney. The
following documents may be presented: (i) General Registration Identity Card (RG);
(ii) Foreign Resident Identity Card (RNE); (iii) Passport; (iv) Class Organ Card as a civil
identity for legal purposes (e.g. OAB, CRM, CRC, CREA); or (v) National Driver's
License (CNH).
Legal Entity and Investment Fund:
Valid identity document with photo (original or authenticated copy) of the
shareholder or, if applicable, of his proxy and the respective power of attorney. The
following documents may be presented: (i) General Registration Identity Card (RG);
(ii) Foreign Resident Identity Card (RNE); (iii) Passport; (iv) Class Organ Card as a civil
identity for legal purposes (e.g. OAB, CRM, CRC, CREA); or (v) National Driver's
License (CNH).
Documents proving representation, including the instrument of mandate and copy
of the articles of incorporation and the minutes of the election of administrators,
and, in the case of an investment fund, a copy of the regulations of the fund in force,
and the minutes of the election of the administrators. If such documents are in a
foreign language, they must be translated into Portuguese by certified translators,
and if possible notarized and consularized.
Proof of ownership of shares issued by Lojas Americanas issued by the bookkeeping
financial institution or custodian agent up to three (3) business days prior to the
date of the Meeting.
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We remind you that the regularity of the documents will be verified before the Meeting, which
is why the Company asks that the shareholders be kind enough to arrive in advance to the
Assembly so that the documents can be conferred in a timely manner to their participation.
2.2. Proxy Representation
The shareholder's participation in the Meeting may be personal or through a duly constituted
attorney-in-fact, observing the terms of Article 126, paragraph 1, of Law 6,404/1976, provided
that the proxy must have been constituted less than one), and qualify as a shareholder, an
administrator of Lojas Americanas, a lawyer registered with the Brazilian Bar Association, or as
a financial institution, with the investment fund manager representing the joint owners.
In the case of power of attorney in a foreign language, this must be accompanied by corporate
documents, when related to the legal entity, and the instrument of mandate duly translated into
Portuguese, and if possible, notarized and consularized.
In item 5 of this Manual there is a proxy model for mere reference of shareholders. Shareholders
may also use powers of attorney other than those suggested in this Manual, provided they are
in accordance with Law No. 6,404/1976 and the Brazilian Civil Code.
In order to expedite the process of holding the Meetings, we request that the shareholders be
represented by a proxy to send the proxy documents until April 24, 2020 to the address below:
Rua Sacadura Cabral, 102, Saúde – Rio de Janeiro – RJ
CEP 20.081-902
Or to the e-mail: [email protected]
FAO: Investor Relations Department
It should be noted that, despite the aforementioned deadline, a shareholder who attends until
the beginning of the General Meeting, with all the required documents, may participate and
vote even if he has previously failed to deposit them.
We remind you that the regularity of the representation documents will be verified before the
Meeting, which is why we ask the shareholders to be kind enough to arrive in advance to the
Assembly so that the necessary documents can be checked in a timely manner.
2.3. Guidelines for Participation by sending a Voting Ballot
The shareholders will be able to forward , as from this date, their voting instructions regarding the matters of the Meetings:
(i) by filling instructions transmitted to its custody agents who provide such service, in the case of shareholders holding shares deposited in B3 – Brasil, Bolsa, Balcão (“B3”).
(ii) If possible, by filling instructions transmitted to the bookkeeper of shares issued by the Company, namely Banco Bradesco S.A., in the case of shareholders holding shares not deposited in a central depository, B3; or
(iii) by a remote voting ballot sent directly to the Company by any shareholder.
The shareholder who chooses to cast his vote remotely through service providers, as per items (i) and (ii) above, must convey his voting instructions to his respective custodian agents or, if
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possible, to the bookkeeper of the shares of issued by the Company, observing the rules determined by them. To this end, shareholders must contact their custody agents or the bookeeper and check the procedures established by them for sending voting instructions via ballot, as well as the documents and information required by them.
The shareholder who elects to send the ballot paper directly to the Company, shall forward the documents provided in item 2.1 above, as applicable.
In the event of any discrepancy between any remote voting ballot received directly by the Company and voting instructions contained in the consolidated vote map sent by the bookkeeper with respect to the same registration number the CPF or CNPJ, the voting instructions contained in the voting map shall prevail, and the ballot received directly by the Company should be disregarded.
During the voting period, the shareholder may change his voting instructions as many times as he or she deems necessary, so that the last voting instruction presented will be considered on the Company's voting map.
Once the voting deadline has expired, the shareholder cannot change the voting instructions already sent. If a shareholder wishes to change his or her votes, he/sheshall personally attend the General Meeting, bearing the required documents in accordance with the above guidelines and request that the voting instructions sent through the ballot be disregarded.
3. Management’s proposals regarding the matters on the
Agenda
The proposals of the Company's management for the matters included in the agenda of the Ordinary and Extraordinary General Meetings are described below.
3.1. Matters to be deliberated in the Ordinary General Meeting
1. Taking the management accounts, examining, discussing and voting on the financial
statements for the fiscal year ended on 12.31.2019.
The management proposes 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 the 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.
Additionally , together with the Financial Statements, the management report and the
independent auditors’ report were duly disclosed and published, pursuant to ICVM 481.
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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 the 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.
The Management proposes 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 the 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
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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 the Proposal.
6. Installation of the Fiscal Council.
The Management proposes 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.
The Management proposes 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 proper analysis of the proposal regarding the compensation
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 the
Management Proposal.
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We also inform that, at the Annual General 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 to the account of the global
compensation attributed to the managers is mainly due to the amounts paid as variable
remuneration and the number of administrators, which is linked to specific performance goals
of the managers and the Company, which have not been fully achieved.
8. Establishment of the limit for the overall remuneration of the fiscal council.
The Management proposes 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.
3.2. Matters to be resolved in the Extraordinary General Meeting
1. Amendment to the Company’s Bylaws
a) Corporate Purpose
The Management proposes that the Company's Bylaws to be amended, as detailed in Annexes
VI and VII to the Management 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 inclusion in 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 Brazilian Corporate Law (Lei das S.A).
b) Company’s Management
The Management proposes 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 become a Certified B corporation. 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".
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c) Capital Raise
The Management also proposes 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 the Proposal.
2. Consolidation of the Bylaws
The Management proposes the consolidation of the Company’s Bylaws to be approved, in light
of Annex VII to the Proposal.
4. Clarifications
The Management Proposal and its respective annexes, this Participation Manual for the
Meetings, as well as all other documents related to the agenda of the General Meetings of Lojas
Americanas, are available to shareholders at Lojas Americanas’ headquarters, on its Investor
Relations website (ri.lasa.com.br/en), at the pages of CVM (www.cvm.gov.br) and eventually ,
B3 SA - BRASIL, BOLSA AND BALCÃO (www.b3.com.br).
Any doubts or clarifications regarding the matters included in the Agenda of the Meeting may
be settled or obtained, as the case may be, by means of contact with the Investor Relations
Department. E-mail: [email protected], telephone: (21) 2206-6708.
5. Power of Attorney Template
[SHAREHOLDER], [Qualification] (“Grantor”), hereby appoints and constitutes as your attorney-
in-fact Mr. [NAME], [NATIONALITY], [CIVIL STATE], [PROFESSION], holder of the identity number
[_________] and registered with the CPF/ME under the number [_________], [Address]
("Grantor"), to which it grants powers to represent the Grantor at the Annual and Extraordinary
General Meetings (“Meetings”) of Lojas Americanas SA, to be held cumulatively, on first call on
April 30th, 2020, sign the Lojas Americanas SA Shareholder Attendance Record Book and the
minutes of these Meetings, and, discuss and vote on the matters included in the respective
agenda, in in accordance with the guidelines set out below:
Agenda:
Ordinary General Meeting
1. Taking the management accounts, examining, discussing and voting on the financial statements for the fiscal year ended on 12.31.2019
[ ] Approve [ ] Reject [ ] Abstain 2. Approve the capital budget for the fiscal year of 2020, for the purposes of art. 196, of Law No. 6404/76, pursuant to Annex II of the Management Proposal.
[ ] Approve [ ] Reject [ ] Abstain
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3. Deliberate the approval of the allocation of the Companys net income for the year ended 12.31.2019, as indicated in the Financial Statements and detailed in Annex III of the Management Proposal, prepared in accordance with article 9, paragraph 1, item II of the ICVM 481
[ ] Approve [ ] Reject [ ] Abstain 4. 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 Annual General Meeting.
[ ] Approve [ ] Reject [ ] Abstain 5. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, pursuant to art. 141 of Law No. 6404, of 1976?
[ ] Approve [ ] Reject [ ] Abstain Election of the board of directors by single group of candidates
Chapa Lojas Americanas S.A. Carlos Alberto da Veiga Sicupira Claudio Moniz Barreto Garcia Eduardo Saggioro Garcia Paulo Alberto Lemann Paulo Veiga Ferraz Pereira (Independent) Sidney Victor da Costa Breyer (Independent) Vanessa Claro Lopes (Independent) 6. Indication of all the names that make up the slate (The votes indicated in this field will be disregarded if the shareholder with voting rights also fills in the fields present in the separate election of a member of the board of directors and the separate election within these fields occur) - Chapa Lojas Americanas S.A.
[ ] Approve [ ] Reject [ ] Abstain 7. If one of the candidates that compose the chosen ballot does not integrate it, can the votes corresponding to your shares continue to be awarded to the ballot?
[ ] Approve [ ] Reject [ ] Abstain 8. In case the multiple vote proccess is adopted, the votes corresponding to your shares should be distributed in equal percentages by the members of the chosen ballot? [If the shareholder chooses to the election occurs by the multiple voting process, his vote must be counted as an abstention in the respective resolution of the meeting.
[ ] Yes [ ] No [ ] Abstain
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9. Visualization of all the candidates that compose the ballot to indicate the % (percentage) of the votes to be assigned.
Carlos Alberto da Veiga Sicupira [ ] % Claudio Moniz Barreto Garcia [ ] % Eduardo Saggioro Garcia [ ] % Paulo Alberto Lemann [ ] % Paulo Veiga Ferraz Pereira (Independente) [ ] % Sidney Victor da Costa Breyer (Independente) [ ] % Vanessa Claro Lopes (Independente) [ ] % 10. Do you wish to request the installation of the Fiscal Council, pursuant to article 161 of Law 6,404/76?
[ ] Yes [ ] No [ ] Abstain 11. Determine to set the global compensation of the management , to be paid in the fiscal year 2020, be fixed at the annual amount of up to R$ 47,138,571, adjusted monthly by the IGP-DI, which, plus the amount of up to R$ 21,312,060, referring to expenses associated with the recognition of the fair value of the stock options granted by the Company, in a total of R$ 68,450,631, to management .
[ ] Approve [ ] Reject [ ] Abstain 12. If installed, determine the wage of the fiscal council members.
[ ] Approve [ ] Reject [ ] Abstain
Extraordinary General Meeting
1. Change the Companys Bylaws to further detail the corporate purpose, with the inclusion of new items, as indicated in the Management Proposal, without changing its original basic activity.
[ ] Approve [ ] Reject [ ] Abstain 2. Update the commitments of the Companys management related to governance and sustainability, as well as change the number of members of the Executive Board and create the Chief Executive Officer position, with the objective of adapting the Executive Boards structure to support the growth challenges of the Americanas Universe - Everything. Anytime. Anywhere.
[ ] Approve [ ] Reject [ ] Abstain 3. Update in the caput of Article 5 of the Companys Bylaws, addressing the capital increases approved by the Board of Directors, within the authorized capital limit, in meetings held on July 23rd, 2019, September 30th 2019 and October 31st, 2019.
[ ] Approve [ ] Reject [ ] Abstain 4. Consolidate the Companys Bylaws.
[ ] Approve [ ] Reject [ ] Abstain
[Place], [Date].