GENERAL INSTRUCTIONS REGARDING THE PAYMENT OPTION BY HOLDERS OF SECURITIES OF AMERICANAS S.A. – EM RECUPERAÇÃO JUDICIAL

Americanas S.A. – Em Recuperação Judicial (“Americanas” or “Company”) and its subsidiaries JSM Global S.Á.R.L. – Em Recuperação Judicial, B2W Digital Lux S.Á.R.L. – Em Recuperação Judicial e ST Importações Ltda. – Em Recuperação Judicial (“Grupo Americanas”), present, on this date, general instructions regarding the payment option by Financial Capital Market Creditors who are holders of Financial Capital Market Credits (as defined below) under the terms of the Grupo Americanas Judicial Recovery Plan (“PRJ”), approved at the Creditors General Meeting held on 12/19/2023 (“AGC”) and homologated through a decision given on 2/26/2024 by the MM. Court of the 4th Commercial Court of the State of Rio de Janeiro, which was published in the Electronic Court Journal of the Court of Justice of the State of Rio de Janeiro on 02/27/24 (“General Instructions”).

 

The guidelines contained in this general instructions are applicable to the credits below:

• 5th issuance of Debentures from the Company;
• 14th issuance of Debentures from the Company;
• 15th issuance of Debentures from the Company;
• 16th issuance of Debentures from the Company;
• 17th issuance of Debentures from the Company;
• 18th issuance of Debentures from the Company; and
• Agribusiness Receivables Certificates from the 31st issuance of Virgo Companhia de Securitização (together, the “Issuances” and the “Financial Capital Market Credits”).

 

The Financial Capital Market Creditor that holds Financial Capital Market Credits in more than one Issuance, when choosing the payment option, must consider that the total Financial Capital Market Credits held by it against the Company corresponds to the sum of the Financial Capital Market Credits of all Issuances.

 

Terms beginning in capital letters used in these General Instructions, but not defined in this document, will have the definition given to them in the PRJ.

 

1. Payment Options

 

Under the terms of the PRJ and subject to the deliberations held at debenture holders general meetings, each Financial Capital Market Creditor has the right to choose to receive payment for their Financial Capital Market Credits according to one of the payment options described below:

 

• Creditors with Unsecured Credits up to R$ 12,000.00 (Clause 6.2.3 of the PRJ): They may choose to have their respective credits paid in full by Americanas, in a single installment, without discount and without correction, within 30 (thirty) days counted from the PRJ Approval Date;

 

• Creditors with Unsecured Credits above R$ 12,000.00 (Clause 6.2.4 of the PRJ): They may choose to receive the total amount of R$ 12,000.00 (twelve thousand Reais), in a single installment and without correction, in up to 30 (thirty) days from the PRJ Approval Date, and the creditor must automatically waive the right to receive payment of the value of their respective Unsecured Credits that exceeds R$ 12,000.00 (twelve thousand Reais). Americanas will make up to R$40,000,000.00 available for payment to creditors who choose to receive their credits through this alternative. If this amount is insufficient to settle the credits of those who opt for this alternative, such resources will be used as a priority to pay the total amount of R$ 12,000.00 to Unsecured Creditors who hold Unsecured Credits in the smallest amount above R$ 12,000.00, in an increasing manner until the total value of resources allocated to the payment of creditors who choose to receive their credits through this Payment Option is reached. If the amount made available by Americanas for the payment of Unsecured Creditors who choose this payment option is insufficient to settle the credits of those who opt for this alternative, such credits will be paid according to the subsidiary payment option indicated by the Financial Capital Market Creditor, or, alternatively, according to the General Payment Method, provided for in clause 6.2.11 of the PRJ, if no subsidiary payment option is indicated;

 

• Restructuring Option I (Clause 6.2.5 of the PRJ): Financial Capital Market Creditors who choose this option will receive payment for their credits with a discount of 70%, in a single installment on the last Business Day of January 2039. Credits in Reais to be restructured under this option will be adjusted by the TR index per year, from Plan Approval date until the date of effective payment. Regarding credits in Dollars, there will be no interest accrued. Americanas will have the option, at its sole discretion, at any time, and as long as the Americanas’ Debentures have been fully paid, to pay in full or in part, in advance, the amounts of credits due in accordance with Clause 6.2.5 of the PRJ, through the payment of the principal present value (or part thereof), after discount, and interest incurred up to the exercise date of the option, calculated in accordance with the formula set out in Clause 6.2.5.5 of the PRJ.

 

• (iv) Restructuring Option II (Clause 6.2.6 of the PRJ): payment upon delivery of a package consisting of: (a) new shares issued by Americanas to be issued in the context of the Company’s private capital increase, to be paid in by the reference shareholders with extra-competitive credits held against Americanas and in cash (in the amount of R$ 12,000,000,000.00), as well as by unsecured creditors who opt for this option with the credits held against Americanas (in the amount of up to R$ 12,000,000,000.00), respecting the shareholders’ preference rights (“Restructuring Capital Increase”), as provided for in Clauses 4.1.2 and 5.1 of the PRJ; (b) debentures issued by Americanas to be issued in accordance with art. 26, item and subordinated) intended for bond holders, in accordance with Clause 6.2.6.3 of the PRJ; and (c) payment in cash (up to the amount of R$6,700,000,000.00), in accordance with Clauses 6.2.6.4 and 2.6. of the PRJ. Financial Capital Market Creditors who choose this payment option will also receive a subscription bonus as an additional advantage in return for the subscription and payment of new shares in the Restructuring Capital Increase, in the proportion of 1 bonus for every 3 new shares subscribed and paid in. Financial Capital Market Creditors who elect this payment option must adhere to the lock-up agreement in relation to the new shares issued by Americanas and subscription bonuses received as a result of the Restructuring Capital Increase. Until the Closing Date – Restructuring Option II (as defined in the PRJ), Americanas may carry out and conclude the reverse auction, under the terms of Clause 6.2.2 of the PRJ.

 

Subject to the provisions of items 2 and 3 below, Financial Capital Market Creditors who wish to choose one of the options provided for in items (i) and (ii) above, must, through their Fiduciary Agent/Securitization Company (in the case of item 2 below) or directly (in the case of item 3 below), make the respective choice within 15 (fifteen) days after the PRJ Approval Date, through the portal accessible via the link: https://portalcredor.americanas.io/americanas/prj/.

 

Subject to the provisions of items 2 and 3 below, Financial Creditors who wish to choose one of the options provided for in items (iii) and (iv) above, must, through their Fiduciary Agent/Securitization Company (in the case of item 2 below) or directly (in the case of item 3 below), make the respective choice within 30 (thirty) days after the PRJ Approval Date, through the portal accessible via the link: https://portalcredor.americanas.io/americanas/prj/.

 

Financial Capital Market Creditors who opt to choose the payment option individually must, within the respective deadlines described above, depending on the option chosen, inform their payment option through the portal accessible via the link: https://portalcredor.americanas.io/americanas/prj/.

 

2. Payment Option Choice

 

The payment option choice for each Financial Capital Market Creditor that does not choose to make the Individual Choice as per the procedure described in item 3 below, may be carried out by the respective Fiduciary Agent/Securitization Company of the respective Financial Capital Market Credit, observing the deadlines indicated in item 1 above and the deliberations held at debenture holders general meetings related to the Issuances.

 

For additional information about this procedure, the Company recommends that the Financial Capital Market Creditor contact directly its respective Fiduciary Agent/Securitization Company.

A FINANCIAL CAPITAL MARKET CREDITOR WHO HOLDS FINANCIAL CAPITAL MARKET CREDITS FROM MORE THAN ONE ISSUANCE, MUST CONSIDER THE TOTAL SUM OF FINANCIAL CAPITAL MARKET CREDITS HOLD BY HIM AGAINST THE COMPANY IN ALL ISSUANCES, AS WELL AS MAKE SURE THAT THE PAYMENT OPTION CHOSEN IS THE SAME FOR ALL THE CREDITS HELD.

IF THE COMPANY RECEIVES CONFLICTING ORDERS, (A) THE OPTION VALIDLY MADE ON AN INDIVIDUAL BASIS BY THE RESPECTIVE CREDITOR WILL PREVAIL, AS LONG AS IT IS APPLICABLE TO THE TOTAL AMOUNT OF CREDITS OWNED BY THE COMPANY; (B) WILL PREVAIL THE OPTION “CREDITORS WITH UNSECURED CREDITS UP TO R$12,000.00” (CLAUSE 6.2.3), IF SUCH CREDITOR HOLDS CAPITAL MARKET FINANCIAL CREDITS IN THE TOTAL AMOUNT, TOGETHER, OF UP TO R$12,000.00 (TWELVE THOUSAND REAIS); (C) WILL PREVAIL THE RESTRUCTURING OPTION II (CLAUSE 6.2.6) IF SUCH CREDITOR HOLDS FINANCIAL CAPITAL MARKET CREDITS IN A TOTAL AMOUNT, TOGETHER, GREATER THAN R$ 12,000.00 (TWELVE THOUSAND REAIS).

 

3. Individual Payment Option Choice

 

Pursuant to Clause 6.7 of the PRJ, the Financial Capital Market Creditor may choose the Payment Option, under the terms of item 1 above, individually and independently, directly or through a representative, even if your Credit has been listed in the List of Creditors under the name of the respective Trustee/Securitization Company (“Individual Choice”).

 

To carry out the Individual Choice, under the terms of clause 6.7 of the PRJ, the Financial Capital Market Creditor must pre-register via the Portal (https://portalcredor.americanas.io/americanas/prj/) and attach a copy of the prior communication that was expressly sent to the respective Fiduciary Agent/Securitization Company, as applicable, within 10 (ten) days of the Approval Date, that is, until March 8, 2024, informing your interest in making an individual and independent payment choice, as well as receipt confirmation of the notification by the respective Fiduciary Agent/Securitization Company.

 

Upon completion of this pre-registration, the request from the Financial Capital Market Creditor will be forwarded for evaluation by the Company and, if there is no inconsistency in the communication to the Fiduciary Agent/Securitization, the request from the Financial Capital Market Creditor will be approved and the data from the Financial Creditor Capital Markets enabled to fill out the form to choose the respective payment option.

 

Once access to the Portal has been granted, the Financial Capital Market Creditor who wishes to choose their payment option individually and independently must also present, via the Portal, documents proving ownership of their Financial Capital Market Credits (i.e., extract from the B3, dated after the Approval Date).

 

For clarity purposes, the payment option choice under the terms set out in this item will only bind the amount ​​of the Financial Capital Market Credits held by the respective Financial Capital Market Creditor, provided that the choice of a given payment option by such Financial Creditor Capital Market will not prevent your participation in the Reverse Auction.

A FINANCIAL CAPITAL MARKET CREDITOR WHO HOLDS FINANCIAL CAPITAL MARKET CREDITS IN MORE THAN ONE ISSUANCE AND MAKES THE CHOICE TO INDIVIDUALIZE ANY OF HIS CREDITS, MUST MAKE THE CHOICE TO INDIVIDUALIZE ALL OTHER FINANCIAL CREDITS. IF THE FINANCIAL CAPITAL MARKET CREDITOR DOES NOT INDIVIDUALIZE ALL ITS FINANCIAL CAPITAL MARKET CREDITS AND THE COMPANY RECEIVES DIFFERENT CHOICE OPTIONS BETWEEN THE FINANCIAL CAPITAL MARKET CREDITOR AND THE FIDUCIARY AGENT/SECURITIZER, (A) WILL PREVAIL THE OPTION VALIDLY MADE INDIVIDUALLY BY THE RESPECTIVE CREDITOR, AS LONG AS IT IS APPLICABLE TO THE TOTAL AMOUNT OF CREDITS OWNED BY THE CREDITOR; (B) WILL PREVAIL THE OPTION “CREDITORS WITH UNSECURED CREDITS UP TO R$12,000.00” (CLAUSE 6.2.3), IF SUCH CREDITOR HOLDS FINANCIAL CAPITAL MARKET CREDITS IN THE TOTAL AMOUNT, TOGETHER, OF UP TO R$12,000.00 (TWELVE THOUSAND REAIS); (C) WILL PREVAIL THE RESTRUCTURING OPTION II (CLAUSE 6.2.6) IF SUCH CREDITOR HOLDS FINANCIAL CAPITAL MARKET CREDITS IN A TOTAL AMOUNT, TOGETHER, GREATER THAN R$ 12,000.00 (TWELVE THOUSAND REAIS).

4. Financial Creditors

 

The creditor holding a Financial Capital Market Credit on the Approval Date will be considered a Financial Capital Market Creditor.

 

5. Suspension of negotiations

As of the PRJ Approval Date, trading of Financial Capital Market Credits on the secondary market (B3 and bookkeeping) will be suspended until the operationalization measures for the Payment Options are implemented and it will no longer be possible to transfer, assign, dispose of or in any other way to dispose of the Financial Capital Market Credit until the effective implementation of the PRJ, observing any trading restriction periods (Lock-ups) provided for in the PRJ.

 

6. Settlement of payment options

 

Payment Options will be settled as follows:

 

• Payment of the Amounts in Cash: The payment of amounts in cash to Financial Creditors who have not made an individual payment choice will occur through B3, upon deposit into the customer’s account with their custodian. If the Financial Capital Market Creditor has more than one account registered with B3, payment will occur in any of them, at the sole discretion of B3. Payment of amounts in cash to Financial Creditors who have made an individual payment choice will occur through B3 or by deposit into the current account indicated by the creditor, at the sole discretion of the Company and in compliance with the provisions of the Plan Support Agreement.

 

• Delivery of New Debentures: The delivery of new debentures will occur through B3, upon deposit into the client’s account with its custodian. If the Financial Capital Market Creditor has more than one account registered with B3, the delivery of new debentures will occur in any of them, at the sole discretion of B3.

 

• Delivery of the Company’s Shares: The delivery of new shares issued in the Restructuring Capital Increase to creditors who opt for Restructuring Option II will occur upon registration of the new shares in the name of the creditors in the registration systems of Itaú Unibanco S.A., bookkeeper of the shares issued by Americanas, after the completion of the Restructuring Capital Increase.

 

7. Financial Capital Market Creditors holders of securities debt traded abroad (bonds)

In relation to Financial Capital Market Creditors holding debt securities traded abroad and regulated by foreign Laws (bonds) issued by Debtors, such creditors must access the website of the agent hired by the Company to consolidate the payment choices made individually, whose data contact details are listed below:

 

Website: www.dfking.com/americanas

Contact:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attention: Michael Horthman
Banks and Brokers Call: (212) 269-5550
All Others Call Toll-Free: (800) 848-3410
E-mail: americanas@dfking.com