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Americanas holds its first shareholders' meeting after the breach

Americanas holds its first shareholders' meeting after the breach The meeting was met with protests and dealt with the request for judicial reorganization and the composition of the board of directors With protests, Americanas held its first general shareholders' meeting on Saturday (29.apr.2023) after announcing the R$20 billion breach in its accounts on January 11. The company is in judicial reorganization, with a debt of over R$40 billion. Here are the full minutes (664 KB). The company defined a new Board of Directors, with 7 members and 5 alternates. The Fiscal Council will have 5 members and 5 alternates. The meeting also ratified the judicial recovery process. See the formation of the boards here. The meeting ended with protests. According to the newspaper Valor Econômico, the trio of majority shareholders - Jorge Paulo Lemann, Marcel Telles and Carlos Alberto Sicupura - tried to include a name to make up the supervisory board at the last minute. The trio, who are partners in 3G Capital, have been criticized by the company's creditors. The first general shareholders' meeting was held more than three months after the announcement of accounting inconsistencies. The shareholders discussed the composition of the board of directors and the supervisory board. The meeting began at 10 a.m. on Saturday (29.Apr.2023) and lasted more than two hours. Shareholders Bonsucex Holding, Silvio Tini Araujo, EWZ Investiments and EWZ Brasil protested against the way votes were counted for the election of members of Americanas' Fiscal Council, which resulted in the "suspension of the minority shareholders' right to elect a separate member". Americanas is also trying to sign an agreement with creditors to have a capitalization of the reference shareholders. The 2022 financial statements have been postponed, according to a statement issued on March 24. Read Americanas' note: "Americanas held its Ordinary and Extraordinary General Meetings today, in which the new Board of Directors was elected, with seven effective members and five alternates, according to the vote, and the new Fiscal Council, with five effective members and alternates, as provided for in the bylaws. "The meetings were conducted in strict compliance with the Corporate Law. In the case of the Board of Directors, voting was done using the multiple vote system, in response to a request from one of the shareholders present. "In the Fiscal Council, voting was by slate. The proposals for the remuneration of directors and members of governing bodies in 2023 were approved by a majority. "The Extraordinary General Meeting also ratified the Judicial Recovery process. The company also informs that there was no legal quorum for the last two topics of the Extraordinary General Meeting, which dealt with the amendment and consolidation of the Company's Bylaws to update the share capital. The information is contained in the minutes of the meetings available at the Brazilian Securities and Exchange Commission. "With the holding of the AGM and the EGM, Americanas reiterates its commitment to the best practices and standards of corporate governance and compliance in an environment based on ethics and transparency, with policies and codes of conduct and management aimed at its employees, shareholders, suppliers and partners."