LOJAS RENNER S.A. CNPJ/MF No. 92.754.738/0001-62 NIRE No. 43300004848 PUBLICLY HELD COMPANY W/ AUTHORIZED CAPITAL MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON JUNE 20 th, 2017 DATE, TIME AND VENUE: On June 20 th, 2017, at 11:05 a.m., by conference call in terms of article 19 of the bylaws of Lojas Renner S.A. (the "Company"). ATTENDANCE: All members of the Board of Directors of the Company are present. CHAIRED BY: Mr. Osvaldo Burgos Schirmer, as Chairman, and Mr. João Carlos Turella, as Secretary. AGENDA: (1) to resolve on the Eighth issuance, by the Company, in a single tranche, of nonconvertible unsecured debentures ("Debentures" and "Issuance"), for public offering with restricted placement efforts, pursuant to Law No. 6,385, dated December 7 th, 1976, as amended (the "Brazilian Capital Markets Law"), Instruction No. 476, dated January 16 th, 2009, as amended, of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - "CVM" and "CVM Instruction 476", respectively), and the other applicable legal and regulatory provisions ("Offering"); (2) authorize the Company's Executive Officers, should the Issuance and the Offering be approved, to (i) execute all documents and eventual amendments thereto and take all necessary actions to accomplish the Issuance and Offering; and (ii) contract (a) the financial institution that is part of the Brazilian securities distribution system, in order to to intermediate the Offering ("Leading Coordinator"); and (b) the remaining service providers for the Issuance and the Offering, including the provider of underwriting services related to the Debentures ("Underwriter"), the institution provider of settlement bank services of the Debentures ("Settlement Bank"), the trustee ("Trustee") and legal advisors, among others, including the discussion and execution of the respective agreements; and (3) ratify all actions already taken in connection with the subjects above. RESOLUTIONS: After analysis and discussion of the agenda, the members of the Board of Directors approved by unanimous vote to: 1. Approve the Issuance and the Offering, under the following main characteristics and conditions, which shall be detailed and governed by the indenture of the Debentures ("Indenture"). (i) (ii) (iii) Number of Issuance. This is the 8 th (eighth) issuance of debentures by the Company. Number of Tranches. The Issuance shall be made in a single tranche. Issuance Amount. The total Issuance amount will be in BRL 200,000,000.00 (two hundred million reais), on the Issuance Date, as per 1
defined below. (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) Number of Debentures. The Company shall issue a total of 20,000 (twenty thousand) Debentures. Allocation of Funds. The net proceeds obtained by the Company arising from the lssuance shall be allocated to the maintenance by the Company of its minimum strategic cashflow.. Distribution, Trading and Electronic Custody. The Debentures shall be deposited for (a) primary public distribution at the MDA- Módulo de Distribuição de Ativos (Asset Distribution Module) managed and operated by CETIP S.A. - Mercados Organizados (Organized Markets) ("CETIP"), provided that the financial settlement of the distribution is made at CETIP; and (b) trading and electronic custody at the secondary market ate the Cetip21- Módulo de Títulos e Valores Mobiliários, also managed and operated by CETIP, provided that the financial liquidation of the trading and the custody of the Debentures are made at CETIP. Placement. The Debentures shall be placed in a public offering with restricted placement efforts, pursuant to the Brazilian Capital Markets Law, CVM Instruction 476 and the other applicable legal and regulatory provisions, under firm placement commitment for all Debentures, with the intermediation of the Leading Coordinator, and are aimed exclusively for subscription by professional investors, as per defined in the applicable Law, subject to CVM Instruction 476, as well as the terms and conditions set forth in the distribution agreement of the Debentures ("Distribution Agreement") and in the Indenture. Unitary Par Value. The par value of the Debentures shall be in BRL 10,000.00 (ten thousand reais), at the Issuance Date, defined below ("Unitary Par Value"), subject to Article 4 th, item II, of CVM Instruction 476. Issuance Date. For all legal purposes, the issuance date of the Debentures shall be on July 4 th, 2017 ("Issuance Date"). Term and Maturity Date. The maturity of the Debentures shall occur upon the expiration of the term of 2 (two) years counted as of the Issuance Date, thus maturing on July 4 th, 2019 ("Maturitv Date"),, subject to the events of early maturity, early redemption or effectiveness of the early redemption offering of the Debentures as provided for in the Indenture. Upon maturity, the Company shall pay the outstanding Debentures, by their Unitary Par Value, plus accrued Interest (as defined below), calculated pursuant to the Indenture. Type and Form. The Debentures shall be issued under registered and bookentry form, without the issuance of any warrants or certificates. 2
(xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) Convertibility and Exchangeability. The Debentures shall be simple and shall neither be convertible into shares issued by the Company, nor exchangeable into shares of other companies or any other securities. Type. The Debentures will be unsecured, pursuant to article 58 of Law No. 6,404, dated December 15, 1976, as amended. Subscription Term. The Debentures shall be subscribed at any time, as from the placement commencement date and pursuant to item "Placement" above. Subscription Form, Payment Form Payment Price. All Debentures shall be subscribed and paid in by MDA by a maximum of fifty (50) professional investors (as per defined in the applicable legislation), on the same date, in Brazilian currency, for the Unitary Par Value plus accrued Interest (as defined below), calculated pro rata temporis, from the date of first (1 st ) subscription of the Debentures ("Subscription Date"), with premium or discount to be defined, if applicable, upon subscription, provided that such shall be applied for all Debentures. Monetary Restatement. The Unitary Par Value of the Debentures shall not be subject to any monetary restatement. Interest. Over the Unitary par Value of each of the Debentures there will be accrued interest corresponding up to one hundred and four point fifty percent (104,50%) of accumulated variation of daily average rates of the interbank deposits DI for one day, named "Taxa DI over extragroup", denominated in percentage form per annum, based on two hundred and fifty-two (252) business days, calculated and disclosed daily by CETIP in its daily report available at its website (http://www.cetip.com.br) ("DI Rate"), two hundred and fifty-two (252) business days ( Interest ), calculated on an exponential and cumulative basis, on a pro rata temporis based on the business days elapsed, from the Subscription Date or the payment date of the Interest immediately preceding, as the case may be, until the date of effective payment. Frequency of Payment of Interest. Without any prejudice to payments due to early redemption of the Debentures and/or early amortization, early maturity of the obligations arising from the Debentures as consequence of an Event of Default (as per defined below), in the form to be provided for in the Indenture, the Interest shall be paid on a semiannual basis from the Issuance Date on the 4 th day of each month of January and July, with the first payment due January 4 th, 2018 and the last payment on the Maturity Date. Charges on Late Payment. Without any prejudice to the provisions regarding Early Maturity set forth below, in the event of any delays in the 3
payment of any amounts owed by the Issuer to the Debenture holders under the terms provided for in the Indenture, the delayed amount shall remain being accrued pursuant to the respective applicable Interest and, in addition, independent from warnings, notices of judicial or extrajudicial notice, shall accrue (i) one per cent (1%) per month interest on arrears, calculated pro rata temporis, as of the date of default, up to effective payment; and (ii) a non compensatory fine of two per cent (2%) ( Charges on Late Payment ). (xx) (xxi) (xxii) Scheduled Amortization. Excepting the optional extraordinary amortization provided for in item (xxiii) below, the Unitary Par Value of the Debentures will be amortized (i) integrally, in one single installment, on the Maturity Date our (ii) integrally or partially, as the case may be, on the early liquidation date resulting from (a) the early maturity of the Debentures due, to any Event of Default (as per defined below); or (b) the early redemption of the Debentures, in the terms provided for in the Indenture. Scheduled Renegotiation. There shall be no scheduled renegotiation of the Debentures. Optional Early Redemption. Subject to the conditions set forth on the Indenture, the Company may, at its sole discretion and at any time from, inclusive, January 5 th, 2018 (including),, promote the early redemption of total outstanding Debentures (prohibited the partia! redemption of Debentures) with the consequent cancellation of such Debentures ("Optional Early Redemption"). The amount to be paid for each one of the Debentures object of the Optional Early Redemption shall be equivalent to the Unitary Par Value, plus Interest, calculated on a pro rata temporis basis from the Subscription Date or Interest payment date immediately preceding, as the case may be, to the effective payment date, plus premium (flat), accrued on the amount of redemption (for purposes of calculation of the premium, the amount of redemption shall mean the outstanding balance of the Unitary Par Value of the Debentures), corresponding to: OPTIONAL EARLY REDEMPTION DATE From January 5 th, 2018, including, to July 4 th, 2018, including From July 5 th, 2018, including, to January 4 th, 2019, including From January 5 th, 2019, including, to July 4 th, 2019, including OPTIONAL EARLY REDEMPTION PREMIUM 0.60% flat 0.40% flat 0.20% flat (xxiii) Optional Early Amortization. Subject to the conditions set forth below, the Company may, at its sole discretion and at any time from, inclusive, January 5 th, 2018 (including), with prior notice to the Debenture holders as set forth in the Indenture, or upon written notice to each of the Debenture 4
holders and the Trustee, in at least three (3) business days prior to the event, promote early payments on the outstanding balance of the Unitary Par Value of the total outstanding Debentures, upon payment ofthe portion ofthe outstanding balance ofthe Unitary Par Value of the outstanding Debentures to be amortized, limited to ninety-eight percent (98%) of the outstanding balance of the Unitary Par Value of the Debentures, plus Interest, calculated on a pro rata temporis basis from the Subscription Date or Interest payment date immediately preceding, as the case may be, to the effective payment date, plus premium, accrued on the amount of amortization (for purposes of calculation of the premium, the amount of amortization shall mean the portion of the outstanding balance of the Unitary Par Value of the outstanding Debentures to be amortized), corresponding to: FREQUENCY OF OPTIONAL EARLY AMORTIZATION From January 5 th, 2018, including, to July 4 th, 2018, including From July 5 th, 2018, including, to January 4 th, 2019, including From January 5 th, 2019, including, to July 4 th, 2019, including PREMIUM FOR OPTIONAL EARLY AMORTIZATION 0.60% flat 0.40% flat 0.20% flat (xxiv) (xxv) Optional Early Redemption Offering. The Company may, at its sole discretion, at any time, from the Subscription Date, perform an early redemption offering for the Debentures, fully or partially, addressed to all Debenture holders, without distinction, under the same conditions to all Debenture holders to accept the redemption of the respective Debentures in accordance with the terms and conditions set forth in the Indenture. Early Maturity. The Debentures shall have their early maturity declared in the events to be provided in the Indenture ( Events of Default ). 2. Approve the authorization to the Company's Executive Officers to (i) execute all documents and eventual amendments thereto and to take all necessary actions to accomplish the Issuance and Offering, including, but not limited to, the Indenture and the Underwriting Agreement; and (ii) contract (a) the Leading Coordinator; and (b) the other service providers for the Issuance and the Offering, including the Underwriter, the Settlement Bank, the Trustee and legal advisors, among others, including the discussion and execution ofthe respective agreements and fees. 3. Approve the ratification of all actions taken in connection with the matters above. CLOSING: with no further matters on the agenda, the meeting was concluded, and these minutes were drafted, which, having been read and approved, were signed by all. Porto Alegre, June 20 th, 2017. Signatures: Osvaldo Burgos Schirmer, Chairman of the 5
Board of Directors; Carlos Fernando Couto de Oliveira Souto, Vice Chairman of the Board of Directors; José Galló; José Carlos Hruby; Fábio de Barros Pinheiro; Alessandro Giuseppe Carlucci; Heinz-Peter Elstrodt and Lilian Maria Ferezim Guimarães, Conselheiros; João Carlos Turella, Secretary. This is a true counterpart ofthe original drawn up in the proper book. Porto Alegre, June 20 th, 2017. João Carlos Turella Secretary 6