Board of Directors

According to the Company’s Bylaws, the Board of Directors is composed of a minimum of 3 (three) and a maximum of 10 (ten) directors with a 2-year term elected at the Annual General Meeting (“AGM”) and with the right to reelection. The Chairman of the Board is chosen from among the elected Directors, all of whom must be shareholders and residents in Brazil.

The Board of Directors has the powers assigned to it by Law and the Company’s Bylaws. It is also the responsibility of the Board: (i) to elect and remove the Officers, establishing duties and replacement criteria; (ii) determine the distribution of the remuneration fixed by the General Meeting to its members and Officers; (iii) resolve on the issue of shares and subscription bonuses and commercial promissory notes; (iv) To express its opinion regarding corporate reorganizations, capital increases and other transactions that imply a change of control.
The regulation of the listing in Level I requires that the board has at least 3 directors, with a unified mandate of up to 2 years. Currently, Americanas has 7 (seven) members on the board, of which 3 (three) are independent, reaching the mark of 43% of board independence.

Board of Directors Members:

Name Position Election Date End of Mandate
Eduardo Saggioro Garcia Chairman AGM 2020 AGM 2022

Chairman of the Board of Directors of Lojas Americanas SA since October 2020. Chairman of the Board of Directors of americanas sa. Partner and founder of Visagio. He has served in recent years as a member of the Board of Directors of companies such as: Casas Pedro, Equatorial Energia and CVC. Statutory Director of São Carlos Empreendimentos e Participações S.A. and as an Officer of companies such as Silkim Participações S.A. and Braco S.A.

Carlos Alberto da Veiga Sicupira Counselor AGM 2020 AGM 2022

Acted at Lojas Americanas S.A as CEO from 1983 to 1991 and as a member of the Board of Directors until the present day. Member of the Board of Directors, Chairman of the Ame Committee and member of the People & Sustainability Committee of americanas sa. He was a partner at Banco Garantia from 1976 to 1998. Partner and controller of AB Inbev, where he served as a member of the Board of Directors until 2019. Co-founder and partner at GP Investimentos from 1993 to 2004. He served in recent years as a member of the Board of Administration of RBI Inc. and 3G Capital. He also works in Third Sector organizations, such as Fundação Brava and Fundação Estudar.

Paulo Alberto Lemann Counselor AGM 2020 AGM 2022

Member of the Board of Directors of Lojas Americanas S.A since April 2005, where he also acts as a financial specialist in the Finance and People & Sustainability Committee. He worked at Andersen Consulting, Banco Marka and Dynamo Asset. In 2005, he founded Pollux Capital. He is a member of the Board of AB 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.

Claudio Moniz Barreto Garcia Counselor AGM 2020 AGM 2022

Member of the Board of Directors of Lojas Americanas S.A. since May 2018. Member of the Board of Directors, President of the People & Sustainability Committee and member of the Digital & Clients Committee of americanas sa. He started his career at Ambev as a trainee in 1991. He served in various positions in the Financial, Operations and Technology and Shared Services areas. At Anheuser-Busch Inbev, he was Director of People and Technology and in 2019, he became a board member of AB Inbev. Co-founder of the Garcia Family Foundation, working in the areas of Culture and Education.

Cristina Artimonte Farjallat Independent Counselor 10/06/2021 AGM 2022

Independent Member of the Board of Directors and Audit Committee of Lojas Americanas SA. More than 20 years of professional experience, with a profile focused on transformation and innovation. She has experience in consumption working in the production area at P&G, management consulting at McKinsey and as Business Unit Director at Hypermarcas. She also worked as an entrepreneur and investor in Tiena, a perfume and cosmetics company, before migrating to the digital world, where she worked in Mercado Livre, as leader of the Marketplace operation in Brazil and CMO of the group’s eCommerce and Fintech in the country. Currently acts as Regional Director (Scaled Business) for Latin America on Facebook.

Paulo Veiga Ferraz Pereira Independent Counselor AGM 2020 AGM 2022

Independent member of the Board of Directors of Lojas Americanas S.A. since April 2018 and Chairman of the Audit Committee. He served as president and CEO of Banerj in its privatization process. He worked for the Bozano group as Director and Vice President in various roles in the group’s financial companies and as President of Companhia Bozano (diversified holding). Member of the Advisory Board of Holcim Brasil, of the Board of Directors of Rionegócios and of the Board of Directors of Tamboro, start up in the education area. He also has experience in the public and social areas, having served as a Counselor in organizations such as Cruzada Menor and Associação Vencer.

Fiamma Orlando Zarife Independent Counselor 10/06/2021 AGM 2022

Independent Member of the Board of Directors and Audit Committee of Lojas Americanas SA. More than 20 years of professional experience in the Digital, Telecom, Technology and Advertising sectors, working in areas such as strategy, sales and finance. She started his career at Petrobras and Banco Boavista, before moving to the Telecom sector, where she worked at ATL, Timnet.com and Oi, where she was responsible for communication and content development (video, music, games, among others). She served as Head of aggregate services at Claro and led the product development process in convergence with other group companies (Net and Embratel). She served as the leader of the content and services area at Samsung. She has worked in several positions on Twitter, where she is country manager of the operation in Brazil since 2017.

Fiscal Council

Lojas Americanas’ Bylaws previse the establishment of a non-permanent Fiscal Council, composed of at least 3 (three) and at most 5 (five) members and an equal number of alternates. The Fiscal Council was installed at the General Meeting held on 04/30/2021, the elected directors will have a term of 1 (one) year.
The Fiscal Council’s duties are defined by the Brazilian Corporation Law. Among the board’s competences, the following stand out: (i) Inspect the acts of the administrators and verify compliance with legal and statutory duties; (ii) Give an opinion on the annual management report; (iii) Analyze the Company’s balance sheets and other financial statements; (iv) Give an opinion on the management’s proposals to be submitted to the General Meetings regarding changes in the capital stock, issuance of debt securities, investment plans, merger or spin-off; (v) Report fraud or crimes that they investigate and propose measures to the Company.

Name Position Election Date End of Mandate
Vicente Antonio de Castro Ferreira Counselor 04/30/2021 AGM 2022

Doctor in Economics (IE / UFRJ), Master in Administration from COPPEAD / UFRJ, Specialist in Administration from UFRJ, Bachelor in Administration, Professor in the area of ​​Management Control and Finance at COPPEAD. Develops research in the areas of Business Performance Assessment and Innovation Ecosystems. He was Director of the COPPEAD Institute of Administration. He is currently Coordinator of COPPEAD Finance and Executive MBA courses at COPPEAD, as well as Executive Director of UFRJ Technology Park.

Ricardo Scalzo Counselor (nominated by preferred shareholders) 04/30/2021 AGM 2022

With a degree in Physics from UFRJ since 1974, he joined Arthur Andersen S&C that same year, where for 8 years, he held positions as an audit assistant and manager of audit and financial consulting, performing audit and consulting work in companies in the industry and diverse companies sizes. In 1982, he was invited to work at Banco de Investimentos Garantia S.A with the mission of implementing and managing the audit and corporate control area, also participating in the execution of various transactions of a corporate and corporate nature. Currently, he is an independent consultant and tax advisor certified by the Brazilian Institute of Corporate Governance – IBGC in 2009. He serves as a member of the fiscal council of the following companies: Lojas Americanas SA (from the first year of implementation of the council in 1999 until 2019), Tecnisa SA (2007 to 2019); Kroton Educacional S.A (2011 to 2019), Maringá Mineração S.A (2013 to 2019, São Carlos Participações S.A (2013 and 2019) and Gol Linhas Aéreas Inteligentes S.A (2019-alternate)

Márcio Luciano Mancini Counselor (nominated by ordinary shareholders) 04/30/2021 AGM 2022

Manager of Nuevo Sumatra Equity Investment Fund since 2005. Current fiscal advisor to Lojas Americanas S.A. and Unipar Carbocloro. He has participated in the fiscal councils of more than 20 companies over the past 15 years (AES Eletropaulo, Copel, Contax, Duratex, Fosfertil, Acesita, Comgas, Lojas Renner, AES Tiete, among others). Buy Side Equity Analyst at Hedging Griffo Asset Management from 1997 to 2002. Graduated in Business Administration from Fundacao Getulio Vargas / SP.

Carlos Alberto de Souza Alternate Counselor 04/30/2021 AGM 2022

Professional experience: In the past 5 years, he served as: (i) Alternate Member of the Company’s Fiscal Council; (ii) Superintendent of Controllership of the Company; and (iii) Partner at Matos & Deluca Consultoria since 2010. Currently serves as: (i) Fiscal Council Member (Alternate) of the Company and; (ii) Effective Member of the Fiscal Council of B2W – Companhia Digital.

Pedro Carvalho de Mello Alternate Counselor 04/30/2021 AGM 2022

Professional experience: In the past 5 years, he served as (i) Alternate Member of the Company’s Fiscal Council; (ii) Senior professor of undergraduate and graduate studies at the University of São Paulo (ESALQ / USP); (iii) Coordinator of the international area at FGV / IDE; (iv) Coordinator of the FGV CEO Program at FGV IDE (Fundação Getulio Vargas); (v) Professor at ESAGS – Escola de Economia; (vi) Director of the European Center for Research and Studies (CEPE) at ESAGS; (vii) Founding member of CLAAF (Latin American Shadow Financial Committee); and (viii) Professor of “Managerial Economics” at Business School / Ohio University, at MBA Full FGV. He is currently: (i) Fiscal Council Member (Alternate) of the Company and; (ii) Independent Member of the Fiscal Council of B2W – Companhia Digital.

André Amaral de Castro Leal Alternate Counselor 04/30/2021 AGM 2022

Professional experience: In the last 5 years he worked at Leal Investimentos, an investment company; and (ii) at Turim Investimentos, an investment company. He is currently a Fiscal Council Member (Alternate) of the Company.

Executive Board

According to the Company’s Bylaws, the Board of Executive Officers is composed of a minimum of 2 (two) and a maximum of 14 (fourteen) Directors, one of whom is appointed Superintendent Director, one Investor Relations Officer and the others without special designation, elected by the Board of Directors for a period of 1 year with the right to re-election. The Directors must be natural persons, resident in the country and shareholders of the company.

The Executive Board acts as a collegiate body in the deliberations on all matters that must be submitted to the Board of Directors, such as, for example, the Annual Report and the Financial Statements, Monthly Balance Sheets, proposals for capital increase and dividend distribution, and any decision of which is beyond the competence of the Director.

Executive Board Members:

Name Position Election Date End of Mandate
Miguel Gomes Pereira Sarmiento Gutierrez Chief Executive Officer and Investor Relations Officer 10/06/2021 10/06/2022

CEO of Americanas Universe since September 2020 and member of the Board of Directors of B2W Digital since March 2007. He was admitted to Lojas Americanas in 1993 and worked in the Operations, Finance and Logistics areas, becoming Statutory Director in 1998 and Superintendent Director of Lojas Americanas in 2001, a position he held until August 2020. Before joining Lojas Americanas, he worked in Production Management at Michelin and was Superintendent of Human Resources and Technical Director of the Mint of Brazil

José Timótheo de Barros Physical Platform CEO 10/06/2021 10/06/2022

CEO of the Physical Platform and CFO of americanas sa. He joined Lojas Americanas in 1996 in the Operations area. In 1997, he became Planning Manager, a position in which he remained until 1999 when he became Logistics Manager at Americanas.com. Created the logistics of Americanas.com. Led the Shoptime integration process in 2005 and the merger with Submarino in 2006. He was CFO of B2W Digital and Lojas Americanas. He took over as Operations Director at B2W from 2011 to 2018, when he became the CEO of Let’s, logistics and distribution platform for Lojas Americanas and B2W Digital. He was the Superintendent Director of Lojas Americanas until 2021.

Anna Christina Ramos Saicali Innovation Platform and Fintech CEO 10/06/2021 10/06/2022

CEO of the Innovation Platform and Fintech. Founder and CEO of Ame Digital since its creation in 2019. She joined in 1997, where she worked in the areas of Technology and People, with the following highlights: the structuring of the technological platform, the creation of Americanas.com and the implementation of the structure model organizational. She was statutory director of both areas and CEO of Americanas.com. Responsible for the acquisition of Shoptime in 2005 and the merger with Submarino in 2006, which resulted in the creation of B2W Digital in 2007, he headed the company as CEO until 2018 and Chairman of the Board of Directors until 2021.

Marcio Cruz Meirelles Digital Platform CEO 10/06/2021 10/06/2022

CEO of the Digital Platform. He joined Lojas Americanas in 1994 in the Operations area. In 1999, he took over the Loss Control and Prevention area, where he worked until 2002. In 2003, he led the project to create Americanas Express, and opened the first store of this model. In 2004, he took over the Finance area as Superintendent, where he remained until 2007. In 2007, he led Blockbuster’s acquisition and integration process. In 2009, he became the Commercial and Marketing Director. From 2011 to 2018, he served as Commercial Director at B2W Digital. He was CEO of B2W until 2021.

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) Opinion 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 financial statements, as well as in the process of reviewing internal controls and related parties; (iii) Collaborate in the risk assessment of the Companies; and (iv) Prepare an annual report on its activities and conclusions reached.

Name Position Election Date End of Mandate
Paulo Veiga Ferraz Pereira Committe’s President and Independent Member 05/05/2020 AGM 2022

Independent member of the Board of Directors of Lojas Americanas S.A. since April 2018, where he also serves as a financial specialist, chairman of the Audit Committee and Independent Member of the Ame Committee. Graduated in Metallurgical Engineering from the Pontifical Catholic University of Rio de Janeiro – PUC RJ – and MBA from 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, being Director and Vice-President in various functions since 1985, in the group’s financial companies. Chairman of Companhia Bozano (diversified holding company) from 2000 to 2012. Member of the Board of Directors and of the Finance and Audit Committees of Enron Group (USA) between 1999 and 2001. Advisory board of Holcim Brasil between 2001 and 2012. Member of the Board 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, start up in the education area.

Fiamma Orlando Zarife Independent Member 10/06/2021 AGM 2022

Independent Member of the Board of Directors and Audit Committee of Lojas Americanas SA. More than 20 years of professional experience in the Digital, Telecom, Technology and Advertising sectors, working in areas such as strategy, sales and finance. She started his career at Petrobras and Banco Boavista, before moving to the Telecom sector, where she worked at ATL, Timnet.com and Oi, where she was responsible for communication and content development (video, music, games, among others). She served as Head of aggregate services at Claro and led the product development process in convergence with other group companies (Net and Embratel). She served as the leader of the content and services area at Samsung. She has worked in several positions on Twitter, where she is country manager of the operation in Brazil since 2017.

Maria Elena Cardoso Figueira External Committee Member 05/05/2020 AGM 2022

External member of the Audit Committee of the Board of Directors of Lojas Americanas SA from May 2020. Graduated in Economics from the Pontifical Catholic University of Rio de Janeiro (PUCRio), with SEMP (Senior Executive Management Program) training from IESE Business School – University of Navarra, MBA in Luxury Management from Fundação Armando Alvares Penteado (FAAP) and SMP (Senior Management Program) training from IE Business School. She was a tax manager at Artur Andersen from 1991 to 1999, Assistant Director of Tax Planning at Banco Santander Brasil between 1999 and 2001, Accounting Director at BBVA from 2001 to 2003, Director of Tax Consulting between 2003 and 2004 at KPMG, Member of the Committee Santander Audit Committee from 2004 to 2012, Director of Corporate Project and Financial Regulation at Banco Santander Spain between 2012 and 2014, Member of the HSBC Advisory Board and Audit and Risk Committee from 2014 to 2016, returning to the Advisory Board in 2017 , where she remained until 2018. She is a partner owner of Figueira Consultoria Econômica since 2014, Independent Member of the Audit Committee of Banco Santander since 2018 and Alternate Fiscal Council member of CCR since 2019. Board of Directors and Fiscal Council certified by IBGC. Member of the IBGC Financial Institutions Governance Committee. Member of Amcham’s Strategic Corporate Governance Committee. Associated with Women Corporate Directors (WCD).