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Silvio Tini and funds seek a greater say on Americanas' boards

Silvio Tini and funds seek more say on Americanas' board Minority shareholders unite and ask for multiple voting at the meeting on April 29 Businessman Silvio Tini, from Bonsucex, has teamed up with funds to ask for multiple voting at the Americanas meeting, which will elect a new board of directors on April 29. The meeting was held on a Saturday, by conference call, which outraged minority shareholders who are seeking a greater say in discussions about the crisis involving the retail chain. Americanas has been in receivership since January of this year, when it reported an accounting deficit of R$20 billion. Tini - who is also a minority shareholder in companies such as Alpargatas and Gerdau, among others - sent Americanas a document to include in the Remote Voting Bulletin the names of lawyer Pierre Moreau, as a candidate for the position of effective member of the board of directors, as well as Luiz Nelson Porto Araújo, for the position of effective member of the supervisory board; and Célio de Melo Almada Neto, candidate for the position of alternate member of the supervisory board. The retailer's minority shareholders, whose main shareholders are Carlos Alberto Sicupira, Marcel Telles and Jorge Paulo Lemann, are seeking to have a greater say on the company's board, which has debts of over R$40 billion. The intention is to monitor discussions with creditors, demand more for the company's governance and have an active voice in the future developments of important company decisions. The intention is to monitor discussions with creditors, to demand more for the company's governance and to have an active voice in the future development of important company decisions. In the multiple voting system requested by Tini, each share entitles the holder to as many votes as there are members of the board, and the shareholder has the right to direct these votes to a single candidate or distribute them among several. This system was created to give minority shareholders a better chance of having representatives on boards and can be requested when shareholders holding 5% of the capital ask for this model to be adopted. This is why it is common for funds and investors to join forces in order to achieve this minimum percentage. The remote voting ballot is a tool created a few years ago and was designed to make it easier for more investors to participate in meetings of publicly traded companies. In addition to voting on the new board of directors and fiscal council, the agenda for the shareholders' meeting scheduled for the 29th of this month includes a decision on ratifying the company's new judicial reorganization plan, which was presented in March. The retailer will have to adjust its plan if it reaches an agreement with its creditors, something that is already being worked on. The plan included in the judicial recovery files is already outdated and does not include, for example, the most recent capitalization proposal. The company has already proposed an increase in capitalization from R$10 billion to R$12 billion, with the additional R$2 billion being conditional on certain premises, such as reaching a maximum level of leverage and a minimum level of liquidity in the company's cash. On Tuesday of this week, the retailer announced the suspension of legal disputes - a 30-day truce negotiated with some creditor banks. The period should be sufficient for an agreement to be signed that deals with a definitive solution for the company, according to Valor. The ceasefire announcement was seen more as symbolic and a gesture of goodwill to reach a consensus, three months after the company's crisis erupted after a R$20 billion accounting gap became public. The view among the banks is that not all the creditors are active in lawsuits at the moment and that announcing the suspension of the dispute in the courts would therefore be a "low-cost gesture". In practice, after warring negotiations and a sudden announcement of judicial recovery, the banks' intention at the moment is to at least recover part of the loss. This doesn't mean that the banks won't resume their strategy of seeking redress in court in the future.