LOJAS RENNER S.A. CNPJ/MF nº 92.754.738/0001-62 NIRE 43300004848 A Public Company with Authorized Capital ANNOUNCEMENT TO THE MARKET PUBLIC REQUEST FOR A POWER OF ATTORNEY Pursuant to Article 27 of Instruction 481 of December 17 2009, published by the Securities and Exchange Commission ( CVM ), Lojas Renner S.A. (Company) wishes to announce to the market that the Company s management, with respect to the dispatch of its Manual for Participation in Shareholders Meeting containing instructions to the participation in the Company s Extraordinary General Meeting ( EGM ) to be held in February 2018, will issue a Public Request for a Power of Attorney in accordance with the norms in the said publication. Considering the risks of non-installation of the EGM at the first convening notice, thus representing additional costs of a second calling notice, and to limit this risk, the Company has resolved to use the vehicle of the mentioned public request for a power of attorney to seek the largest possible participation of its shareholder base in the EGM. Is this context, the Company s management shall request powers of attorney in order that shareholders are guaranteed participation in the EGM and thus be able, should they so wish, to vote for or against or abstain on the items on the agenda of the day to be published in due course through the intermediary of a Call Notice. The Call Notice shall contain the following items: I) Statutory changes to conform to the B3 s Novo Mercado Regulation; II) Statutory changes to implement improvements proposed by the Management; and III) Consolidation of the Company's Bylaws to contemplate the changes to the above items. Porto Alegre, RS, January 4, 2018. Laurence Beltrão Gomes Investor Relations Officer This statement was sent to the market through the IPE System on January 04, 2018, as Protocol 008133IPE280220180104310410-98.
FORM OF PROXY AND INFORMATION OF ANNEX 23 OF RULE 481 FORM OF PROXY POWER OF ATTORNEY [SHAREHOLDER], [IDENTIFICATION], ("Grantor") hereby appoints and constitutes Mr. [NAME], [CITIZENSHIP], [MARITAL STATUS], [PROFESSION] with Identity Card N. [ ], enrolled with CPF/MF under N. [ ], resident and domiciled in the City of [ ], State of [ ], at [ADDRESS], to represent Grantor, in its capacity as shareholder of Lojas Renner S.A. ("Corporation"), in the Corporation's Extraordinary General Meeting to be held on first call on February 28th, 2018, at 2:00 p.m., at the Corporation's headquarters located at Avenida Joaquim Porto Villanova, n 401, Jardim do Salso, City of Porto Alegre, State of Rio Grande do Sul, to exam, discuss and vote on behalf of Grantor, in accordance with the voting instructions established below, concerning the following Agenda: 1. amendment to the Caption sentence of Article 5 of the Corporate Bylaws of the Company, to alter the amount of the capital stock subscribed and paid in and the number of shares issued in view of the decisions of the Board of Directors approved on May 17, August 17 and November 16, all during the year 2017, with respect to the Company s Stock Purchase Option Plan, which resulted in the increase in the Company s capital stock of R$ 60,678,180.95 through the issue of 5,329,548 new shares; 2. modifications of the following articles, with the purpose of adjusting the Company s Corporate Bylaws to the new rules of the Novo Mercado Listing Regulations of B3 S.A. Brasil, Bolsa, Balcão and the implementation of improvements proposed by Management: (I) amendment to Paragraphs 1 and 2, Article 1; (II) amendment to Caption Sentence of Article 2; (III) amendment to Section (a) of Article 3; (IV) amendment to Paragraph 5, Article 6; (V) amendment in Paragraph 2, Article 10; (VI) amendment in Paragraph 4, Article 10; (VII) inclusion of a new Paragraph 6, Article 10; (VIII) inclusion of a new Paragraph 7 and renumbering of the subsequent paragraph of Article 10; (IX) amendment to Subsection VII, Article 12; (X) amendment in Subsection VIII, Article 12; (XI) exclusion of Subsection IX, Article 12; (XII) amendment in Paragraph 1, Article 13; (XIII) amendment to Paragraph 3 of Article 13; (XIV) amendment to the Caption Sentence of Article 16; (XV) amendment to Paragraph 1, Article 16; (XVI) amendment in Paragraph 2, Article 16; (XVII) amendment in Paragraph 7 of Article 16; (XVIII) amendment in Paragraph 8, Article 16; (XIX) exclusion of Paragraph 9, Article 16;
(XX) inclusion of a new Paragraph 9 to Article 16; (XXI) amendment to Article 17; (XXII) amendment to Subsection II Article 20; (XXIII) exclusion of Subsection XXI and renumbering of the other subsections to Article 20; (XXIV) amendment in the new Subsection XXVII, Article 20; (XXV) inclusion of Subsection XXVIII, Article 20; (XXVI) inclusion of Subsection XXIX, Article 20; (XXVII) inclusion of Subsection XXX, Article 20; (XXVIII) inclusion of Subsection XXXI, Article 20; (XXIX) inclusion of Subsection XXXII, Article 20; (XXX) inclusion of Subsection XXXIII, Article 20; (XXXI) amendment in the Caption Sentence, Article 22 and Paragraph 3, Article 25; (XXXII) amendment in Paragraph 6, Article 25; (XXXIII) amendment in Paragraph 6, Article 28; (XXXIV) exclusion of Paragraph 7, Article 28; (XXXV) amendment in the Caption Sentence, Article 39; (XXXVI) amendment in Paragraph 1, Article 39; (XXXVII) amendment to Paragraph 2, Article 39; (XXXVIII) exclusion of the Paragraphs 3, 4 and 5 of Article 39; (XXXIX) exclusion of Article 40; (XL) exclusion of Article 41 and the renumbering of the subsequent Articles; (XLI) amendment to Caption Sentence and in Paragraph 1 to former Article 42 and new Article 40; (XLII) amendment in Paragraph 7 to former Article 42 and new Article 40; (XLIII) amendment to the Caption Sentence of the former Article 43 and new Article 41; (XLIV) amendment to former Article 44 and new Article 42; (XLV) amendment to the former Article 45 and new Article 43; (XLVI) exclusion from the former Article 46; (XLVII) inclusion of a new Article 44; (XLVIII) exclusion of former Article 47; (XLIX) amendment in the Caption Sentence and exclusion of the Paragraphs 1 and 2 of the former Article 48 and new Article 45; (L) amendment in the Caption Sentence of former Article 51 and new Article 48;
3. renumbering of the articles and cross references in the Corporate Bylaws, as well as their consolidation. [Month], [date] 2018 Grantor Title YOUR PARTICIPATION IS VERY IMPORTANT. YOUR PRESENCE WILL ENSURE THAT THE MEETING WILL BE CARRIED OUT IN A SINGLE CALL, AVOIDING COSTS TO THE COMPANY FOR A SECOND CALL, IF THE QUORUM IS LESS THAN TWO THIRDS OF THE TOTAL SHARES OF THE COMPANY.
Declaration of Annex 23 Corporation s Name: Lojas Renner S.A., LREN3 Matters for which the power of attorney is necessary: The matters included in the EGM Agenda, pursuant to the Call Notice of January 26, 2018. Responsible for the request: Lojas Renner S/A, by means of its Investor Relations Officer, Mr. Laurence Beltrão Gomes, a Brazilian citizen, married, economist, enrolled with Identity Card under N. 7009861084 SSP-RS and CPF/MF under N. 585.750.140-72, resident and domiciled in the City of de Porto Alegre, State of Rio Grande do Sul, with office at Av. Joaquim Porto Villanova, N. 401, Jardim Carvalho, Zip Code 91410-400, in the City of Porto Alegre, State of Rio Grande do Sul, Brazil. Interest on request: The Corporation s management is solely interested in this process for request of power of attorney for the single purpose of providing EGM on first call. The Corporation s management has no specific or extraordinary interest on the approval of the subject matters of the request process hereby carried out but is merely interested to encourage shareholders participation. Cost of the process: The cost of such process basically involves any costs to be borne by the Corporation arising out of the disclosure of the Notice, the preparation and distribution of the Manual. The costs of this process will be less than the cost of mobilizing a second call. Address for delivery of powers of attorney: Av. Joaquim Porto Villanova, 401, 7th floor, Jardim do Salso, Porto Alegre, RS, Zip Code. 91410-400. FAX: +55 51 2121 7121 Att Laurence Gomes or Diva Freire e-mail: ri_lojasrenner@lojasrenner.com.br; diva.freire@lojasrenner.com.br Note on the Form of Proxy: The form of proxy proposed by the Corporation should be adequate with the vote to be cast by you. Accordingly, should you wish to vote favorably to one or more matters contained in the Agenda, you should appoint Ms. LEONELA OTILIA SAUTER SOARES, Brazilian, single, lawyer, bearer of ID number 5725936, enrolled in the tax register (CPF/MF) under number 088048119-60 and in the Brazilian Bar Association (OAB/RS) under number 102,132 with professional address in the city of Porto Alegre, RS, Av. Carlos Gomes, 222, 5º andar, Bairro Boa Vista, CEP 90480-000. Should you wish to vote against one or more matters contained in the Agenda, you should appoint Ms. GABRIELA VITIELLO WINK, Brazilian, single, lawyer, bearer of ID number 5058550831, enrolled in the tax register (CPF/MF) under number 944415100-04 and in the Brazilian Bar Association (OAB/RS) under number 54,018 with professional address in the city of Porto Alegre, RS, Av. Carlos Gomes, 222, 5º andar, Bairro Boa Vista, CEP 90480-000. Should you wish to abstain from voting one or more matters contained in the Agenda, you should appoint Ms. MARIA MEDEIROS BOFILL, Brazilian, married, lawyer, bearer of ID number 11025690544, enrolled in the tax register (CPF/MF) under number 962.461030-49 and in the Brazilian Bar Association (OAB/RS) under number 63.932 with professional address in the city of Porto Alegre, RS, Av. Carlos Gomes, 222, 5º andar, Bairro Boa Vista, CEP 90480-000.