Americanas S A : Dados Econômico-Financeiros

Message from management

2023 has been a challenging year for Americanas. The Company has been living a unique chapter in its history since January, when the existence of, at that time, "accounting inconsistencies" was disclosed, which months later were revealed to be fraud in the results.

Americanas was the victim of a sophisticated fraud, based on the willful manipulation of its internal controls by its former management, which made the redoing of the financial statements extremely challenging, complex, and extensive, requiring thorough and rigorous work. We have sought to adopt best practices at all stages. We have already transparently disclosed, in June, the amounts referring to accounting fraud; however, in addition to this, the figures of the financial statements now also reflect the most realistic and transparent estimate of the realization of the Company's assets and liabilities, with the need for additional adjustments and provisions. The resubmission of the 2021 adjusted statements and the disclosure of the 2022 financial statements are a commitment to transparency and truth, which are the guiding principles of this new management.

We took charge of Americanas, already under judicial recovery, with the important mission of promoting an operational turnaround and reaching an agreement with the creditors that guarantees a sustainable future for the Company and maintenance of the thousands of direct and indirect jobs that depend on our operations. This new team, which arrives with diverse and complementary experiences, joins Americanas' professionals with a wide track record in the retail sector and renowned external consultancies in the reconstruction of this almost century-old Company.

The current management has acted on three fundamental and important fronts, which together converge to focus on its reorganization. The first of them is the Company's Transformation, which began with the creation of a work group that, in a 100-day task force, identified 14 areas of the business with opportunities for improvement and evolution for the reconstruction of Americanas.From these inputs, we built a strategic plan focused on the strength and resilience of the physical channel, complemented by the operational excellence of the digital channel, Ame's portfolio of customized financial services, and the diversity of media in our advertising area to generate a consistent package of deliveries to our customers and partners in all possible models in a variety retail like ours.

The other fronts - Judicial Recovery and Clarification - were segregated from this transformational front in order to generate the necessary focus of our teams in the operation of our multichannel model and in the implementation of the designed productivity measures.

The Judicial Recovery front also involves the Company's efforts alongside our creditors in favor of a plan that can best meet the needs of the largest number of parties involved, while representing a viable path for Americanas. A first version of the plan was presented in March and included a wide range of adhesion possibilities for each type of creditor. This is one of the most complete plans ever seen in reorganization proceedings. Still, in another demonstration of partnership with our suppliers and creditors, over the last few months we have reviewed this plan and presented occasional updates.

The third front, clarification, involves the various levels of investigation resulting from the fraud. We continue to contribute to the competent authorities and the independent Committee formed by the Board of Directors of Americanas, as soon as it became aware of the accounting inconsistencies in the Company's financial statements. In relation to this topic, we repeat what we have been saying all these months: Americanas is the most interested party in clarifying what happened.

With all these actions, we believe that the Company will be ready to renew its relevant role in Brazilian retail through a complete proposal both in its omnichannel and in the financial products available to our customers. This process of transformation and reconstruction would not be possible without a team of ethical professionals absolutely committed to this resumption, who continued to work tirelessly and together for the future of the Company.

Just as we would not have gotten this far without the partnership and trust of our customers, suppliers, investors, and shareholders. Therefore, we leave our deep thanks and renew our invitation to continue with us on this journey, together for the future.

Restatement of the 2021 Financial Statements

2023 was undoubtedly the most adverse year in our company's century-old history, with the identification of accounting inconsistencies, according to the Material Fact disclosed on January 11, 2023 and the subsequent filing for Judicial Recovery. With the evolution of the calculations and obtainment of new evidence, a team of external legal advisors carried out a careful analysis and identified that the Company's financial statements had been defrauded by the previous management, as disclosed in the Material Fact of June 13, 2023, with efforts by those involved to conceal its real equity situation.

After the initial period of Judicial Recovey, we started fundamental steps for the process of determining the financial and equity reality of the Company and rebuilding its operational strategy.

The process of reconstruction of the Company's Financial Statements was guided by the International Financial Reporting Standards, used globally, as well as by the accounting practices adopted in Brazil (reflected in the pronouncements, guidelines and interpretations of the Accounting Pronouncements Committee - CPC and CVM standards), in particular by IAS 8 and CPC 23 - Accounting Policies, Changes in Accounting Estimates and Correction of Errors, data collection, historical information, reconciliations, and analyzes of the fraudulent accounting records. We relied on the assistance of external forensic investigation experts to verify the amount of accounting errors related to fraud in the opening balances of the fiscal year 2021 and of the fiscal year ended December 31, 2021, as well as the accounting records of 2022 (considering that the Company had already disclosed interim financial information for 2022).

All the effects of the fraud that occurred before December 31, 2020, as well as other adjustments that were necessary as a result of the fraud or due to the need to improve accounting practices were, in compliance with accounting standards, implemented in the Company's starting balance, at the time B2W, a digital retail company that survived the combination with Lojas Americanas S.A. ("LASA") and was later renamed Americanas S.A. The financial statements for the fiscal year 2021 were redone, adjusted, and audited again in order to correct the distortions for the year.

For a correct understanding of the figures disclosed for the year 2021, we remember that in June 2021 occurred the combination of LASA, responsible for physical stores, and B2W. LASA accrued results to that date were incorporated into the balance sheet of B2W / Americanas S.A. As of July 2021, the Company's results began to reflect both operations combined. Therefore, the result presented in the 2021 financial

statements reflect 12 months of digital retail operations and 6 months of physical retail operation and are not entirely comparable with the result presented in 2022.

As disclosed in a Material Fact dated June 13, the evidence gathered by the external legal advisors led to the understanding that the fraud of the financial statements occurred predominantly as described below:

1. Fictitious VPC (cooperative advertising funds) agreements were launched as reducers of the cost of goods sold, artificially improving the operating result. The corresponding entry was an entry that reduced the suppliers account;
2. Financial forfait transactionswere agreed to remedy the Company's need for cash and were unduly entered in the suppliers account, neutralizing the entry of VPCs in this same account;
3. The financial charges of the forfait transactions (and working capital) were also unduly entered in the suppliers account, not being carried forward in income accounts and increasing the Company's result;
4. A large volume of other miscellaneous expenses (such as payroll and freight) were unduly capitalized;
5. Very short-term working capital financial transactions, carried out to present an unrealistic cash position at the end of the quarters, were improperly entered in the suppliers account and neutralized with the launch of fictitious VPCs.

Throughout the process of redoing the Financial Statements, it was identified the need to make accounting adjustments that are not classified as fraud, but as a consequence of the knowledge, at that time, of the Company's real equity and financial position and historical real results of its operations, as well as the adoption of best practices. Below we note the main accounting adjustments:

Direct impacts of the fraud

• Reversal of fictitious VPCs;
• Reclassification of forfait transactions;
• Reclassification of working capital debts;
• Recognition in income statement accounts of financial charges on forfait and working capital transactions;
• Recognition in income statement accounts of undue capitalization of expenses.

Readjustment of accounting practices

• Reconciliations of balance sheet accounts that presented old unresolved pending issues;
• Revaluation of accounts receivable;
• Review of risks associated with contingencies to ensure they are in line with current conditions and likely future obligations;
• Review of rental contractual bases, considering renovation adjustments, extension of the right-of-use benefit and review of lease discount rates, impacting right-of-use assets and lease liabilities, especially of physical stores;
• Recognition, by the accrual method, of partnership agreements.

Topics related to the knowledge of the actual performance/historical results as from discovery of the fraud

• Comprehensive review of the impairment calculations, considering the Company's actual financial and equity situation and its historical results, with the provision of assets (fixed and intangible assets, including share premium) against the income statement;
• Write off of deferred income tax asset, considering the Company's real expectation not to earn future taxable income;
• Reclassification of long-term loans and financing for the short term;
• Recalculation of taxes due to the corrections made, both for fraud and for the adequacy of accounting practices.

Restated 2021 Income Statement - Key Indicators

The restated income statement for the year 2021 reflects important variations in relation to the previously disclosed result, as a consequence of all necessary accounting adjustments due to the reversal of fraud, adoption of best accounting practices, as well as effects of both of them.

The major adjustments to the income statements were made to the following accounts:

• Cost of goods sold (CMV), due to the undoing of fictitious VPCs;
• Other expenses, due to the revaluation of assets (impairment);
• Financial result due to the accounting as an expense of the financial charges for forfait transactions;
• Income tax and social contribution by reassessment of deferred assets.

Below we present a summary of the Income Statement for the year 2021, based on the amounts previously disclosed, through the adjustments described above and concluding with the amounts restated in the Adjusted Financial Statements.

1 No depreciation and amortization effect

2 Provision for impairment

Net Revenue - 2021

The net revenue line decreased by approximately BRL 175 million, compared to the amount previously disclosed. Much of this adjustment refers to revenues from services that had been improperly anticipated in accounting and not recognized, until then, by the accrual criterion.

Gross Profit - 2021

The greatest impact on the Company's gross profit is due to the accounting adjustments necessary to undo the fictitious VPC agreements, which reduced the cost of goods sold (COGS) and, consequently, increased gross profit. The total impact of the adjustment to the COGS was approximately BRL 2.7 billion, adjusting the gross margin from 29.8% to 17.3% of net revenue.

Selling, General and Administrative Expenses - 2021

In the selling, general and administrative expenses (SG&A) line, the total adjustment was BRL 682 million, which involves, among other lines, the undue capitalization of expenses and the reconciliation of tax credits.

Other Net Operating Expenses - 2021

The main adjustment in this line of the income statement refers to impairment in the amount of BRL 1.7 billion. This amount is composed of the write-off of goodwill in the amount of BRL 409 million accounted for in the acquisitions of BWU, Skoob, Submarino, and Supermercado Now and BRL 1.3 billion related to the write-off of intangible assets and fixed assets mostly arising from the digital business (former B2W).

EBITDA - 2021

Recurring EBITDA was adjusted for the impacts of fraud, other issues related thereto it and the adoption of best practices, being negative by BRL 1.8 billion, which represents a variation of approximately BRL 4.1 billion in relation to the BRL 2.3 billion previously disclosed.

Financial Result - 2021

The financial expense excluding leasing charges was adjusted by BRL 940 million in relation to the amount previously disclosed. The most relevant adjustment was the reclassification to this account of the forfait transaction interest in the amount of BRL 915 million, which were capitalized in the supplier account.

It is important to note that the adjustment of the lease charge of approximately BRL 449 million is the result of the adoption of more appropriate assumptions of IFRS 16 related to lease agreements, incorporating a renewal period, depending on the

Company's history. This also generated an increase in property lease liabilities, but with an increase in our asset related to the right to use them.

The BRL 579 million adjustment in financial revenue refers to the monetary restatement of the credit base to be recovered, caused by undue tax payments related to profits from previous years.

Net Loss - 2021

The reported net income for the year 2021 of BRL 544 million, after accounting adjustments, became a loss of BRL 6.2 billion. Among the main impacts of adjustments in net income, the following stand out:

Restated Balance Sheet 2021 - Key Indicators

The fraud generated significant impacts on the Balance Sheet accounts. While the results were artificially increased by the fabrication of fictitious VPC agreements accounted for as cost deductions, the corresponding accounting entry was the entry of the respective amounts as reducers in the suppliers' account. In addition, the forfait agreements and working capital risk agreements were not properly recorded as indebtedness. The result was the disclosure of a false equity situation of the Company.

Below is a more detailed analysis of the impact of the adjustments on the main balance sheet accounts.

Indebtedness - 2021

The indebtedness profile changed significantly as a result of the adjustments made due to the fraud. The forfait transactions and working capital loan agreements, improperly accounted for in the suppliers' account, were reclassified to indebtedness, which resulted in an increase of BRL 15.6 billion in the Company's gross debt.

It was necessary to reclassify all long-term debts to short-term debts, due to the effects of the other adjustments, and even the longest ones became due in the short term. The restated Balance Sheet shows all the Company's debts classified in the short term.