B2W COMPANHIA DIGITAL July 21, 2020. 1. 2. 3. · B2W – COMPANHIA DIGITAL Publicly-Held Company...
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B2W – COMPANHIA DIGITAL Publicly-Held Company CNPJ/ME 00.776.574/0006-60 NIRE 33.300.290.745 Minutes of the Board of Directors’ Meeting of B2W – Companhia Digital (“Company”) held on July 21, 2020. 1. Date, Time and Venue: On July 21, 2020, at 6 p.m. by conference call, as authorized by Paragraph Five of Article 13 of the Company’s Bylaws. 2. Call and Presence: The call notice requirement was waived in view of the attendance of the totality of the members of the Board of Directors. 3. Board: Chairwoman: Ms. Anna Christina Ramos Saicali; and Secretary: Mr. Fábio da Silva Abrate. 4. Resolutions: The members of the Board of Directors unanimously approved: 4.1. The increase of Company's corporate capital, within the authorized capital limit, in the amount of R$4,000,000,035.00 (four billion and thirty-five reais), through the private issuance of 34,782,609 new common shares, registered and without par value, at the issue price of R$115.00 (one hundred and fifteen reais) per share, fixed pursuant to article 170, paragraph 1, III, of Law 6,404/76, to be fully allocated to the corporate capital, these shares to be paid in national currency on the date of subscription (“Capital Increase”). 4.2. Regarding the proposal related to the Capital Increase: (i) The issue price was set based on the average quotation of the Company's shares in the last 7 trading sessions of B3 SA - Brasil, Bolsa, Balcão (“B3”), weighted by trading volume, in the period of July 13, 2020 to July 21, 2020, inclusive, with a discount of 1,29%, applied to encourage the adhesion of the Company's shareholders to the Capital Increase; (ii) Company's management is of the opinion that the shares market price in the stock exchange proved to be the most appropriate and objective criterion for the decision making by the Company's shareholders due to the current economic and market conditions, which are reflected in said quotation, as a result of the analysis and expectations of countless investors and of the market in general in relation to the Company; (iii) In relation to the other criteria listed in article 170, paragraph 1, of Law 6,404/76, it is worth noting that: (a) the perspective of future profitability is necessarily based on a series of assumptions that have been strongly affected by the current situation, given the economic and market uncertainties, therefore, it is not, at this moment, the most appropriate criterion to be adopted; and (b) the net worth is determined based exclusively on an accounting criteria, not necessarily reflecting, at all times, the market's view of the Company's value; (iv) The Capital Increase will allow the acceleration of the strategic plan of growth, including any strategic acquisitions, with the continued commitment of cash generation, as detailed in the attached presentation (“Annex I”). (v) The dilution percentage for shareholders who do not subscribe to any shares during the period for exercising their preemptive rights will be 6,216863391%;
Transcript of B2W COMPANHIA DIGITAL July 21, 2020. 1. 2. 3. · B2W – COMPANHIA DIGITAL Publicly-Held Company...
B2W – COMPANHIA DIGITAL Publicly-Held Company
CNPJ/ME 00.776.574/0006-60 NIRE 33.300.290.745
Minutes of the Board of Directors’ Meeting of B2W – Companhia Digital (“Company”) held on July 21, 2020. 1. Date, Time and Venue: On July 21, 2020, at 6 p.m. by conference call, as authorized by Paragraph Five of Article 13 of the Company’s Bylaws. 2. Call and Presence: The call notice requirement was waived in view of the attendance of the totality of the members of the Board of Directors. 3. Board: Chairwoman: Ms. Anna Christina Ramos Saicali; and Secretary: Mr. Fábio da Silva Abrate. 4. Resolutions: The members of the Board of Directors unanimously approved:
4.1. The increase of Company's corporate capital, within the authorized capital limit, in the amount of R$4,000,000,035.00 (four billion and thirty-five reais), through the private issuance of 34,782,609 new common shares, registered and without par value, at the issue price of R$115.00 (one hundred and fifteen reais) per share, fixed pursuant to article 170, paragraph 1, III, of Law 6,404/76, to be fully allocated to the corporate capital, these shares to be paid in national currency on the date of subscription (“Capital Increase”). 4.2. Regarding the proposal related to the Capital Increase: (i) The issue price was set based on the average quotation of the Company's shares in the last 7 trading sessions of B3 SA - Brasil, Bolsa, Balcão (“B3”), weighted by trading volume, in the period of July 13, 2020 to July 21, 2020, inclusive, with a discount of 1,29%, applied to encourage the adhesion of the Company's shareholders to the Capital Increase; (ii) Company's management is of the opinion that the shares market price in the stock exchange proved to be the most appropriate and objective criterion for the decision making by the Company's shareholders due to the current economic and market conditions, which are reflected in said quotation, as a result of the analysis and expectations of countless investors and of the market in general in relation to the Company;
(iii) In relation to the other criteria listed in article 170, paragraph 1, of Law 6,404/76, it is worth noting that: (a) the perspective of future profitability is necessarily based on a series of assumptions that have been strongly affected by the current situation, given the economic and market uncertainties, therefore, it is not, at this moment, the most appropriate criterion to be adopted; and (b) the net worth is determined based exclusively on an accounting criteria, not necessarily reflecting, at all times, the market's view of the Company's value;
(iv) The Capital Increase will allow the acceleration of the strategic plan of growth, including any strategic acquisitions, with the continued commitment of cash generation, as detailed in the attached presentation (“Annex I”).
(v) The dilution percentage for shareholders who do not subscribe to any shares during the period for exercising their preemptive rights will be 6,216863391%;
(vi) The new shares that will be issued will be entitled, under the same conditions as those already existing, to all rights granted to them, including dividends, interest on own capital and any capital remunerations that may be declared by the Company after the Capital Increase is homologated;
(vii) Shareholders holding shares of the Company on July 24, 2020 will have the preemptive right to subscribe 0,06628977891 (6,628977891%) share issued by the Company as a result of the Capital Increase for each share issued by the Company, and must exercise their respective rights within the 30-day term to be informed in a Notice to Shareholders, disclosed at the IPE Module of Empresas.NET System of CVM and B3, which will also detail the procedures for the exercise;
(viii) The full payment of the subscribed shares will be made in cash, in national currency, upon subscription. The shareholders must pay for 100% of the share price upon subscription;
(ix) The shareholders or assignees of preemptive rights shall express their interest on the reservation of any potential unsubscribed shares and of additional unsubscribed shares in the subscription bulletin. After the expiry of the period for exercising the preemptive right, any unsubscribed shares remaining unsubscribed will be apportioned among the shareholders who have expressed interest in the reserve of unsubscribed shares in the respective subscription bulletin, during a period to be disclosed through notice to shareholders, which will inform the number of unsubscribed shares. After such apportionment, in case there are still any unsubscribed shares remaining unsubscribed, such apportionment procedure will be repeated among the shareholders who express their interest in subscribing for additional unsubscribed shares;
(x) Lojas Americanas S.A., the controlling shareholder of the Company, has undertaken to exercise the preemptive right for the subscription of shares, in proportion to its participation in the capital of the Company, as well as to subscribe up to the total of any balance of shares not subscribed within the scope of the Capital Increase;
(xi) Considering that Lojas Americanas S.A. will subscribe all shares not subscribed by other shareholders, there will be no unsubscribed shares after the apportionment of unsubscribed shares and additional unsubscribed shares; and
(xii) After the end of the period for the subscription of shares and the additional subscription of shares, the Company's Board of Directors will meet to homologate the Capital Increase. 5. Conclusion: There being no further matters to address, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all the Board members: Anna Christina Ramos Saicali (Chairwoman); Miguel Gomes Pereira Sarmiento Gutierrez; Jorge Felipe Lemann; Celso Alves Ferreira Louro; Luiz Carlos Di Sessa Filippetti; Mauro Muratório Not; and Paulo Antunes Veras.
This is a free translation of a certified copy of the minutes drawn up in the Company's
appropriate Book.
Fábio da Silva Abrate
Secretary
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Accelerating Growthand Gaining Market ShareJuly 21, 2020
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Our Path to Massive Value Creation
OUR EVOLUTIONClient-Centric Model
OUR NEXT JOURNEYExponential Growth
OUR REVOLUTIONValue Creation
Building B2W to Create a Powerful and Differentiated Value Proposition to Address the Large and Fast-Growing eCommerce Opportunity in Brazil.
Significant Investment
Model Transformation
Growth & Cash Generation
Transforming B2W from eCommerce to an Integrated Digital Commerce Platform to Better Serve Buyers and Sellers with Everything…Anytime…Anywhere.
Developing & Expanding New Categories to Drive Growth, Profitability & Network Effects Across Our Digital Commerce Ecosystem and the Americanas Universe.
Our evolution
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B2W Evolution
1999
2018
2011Platform integration
2006merge
2005acquisition
2020-2022Everything.Anytime.Anywhere.
To be even more relevant in theday-to-day lifeof clients
2013-2016Accelerated growth focused on the customer
• 10 acquisitionsin technology• 3 acquisitionsin logistics • Be close tothe customer
2017-2019Cash generation
• Hybrid model• Marketplace growth
Be even more relevant in the
day-to-day life of the customer
We Built a Powerful & Differentiated Value Proposition Through Innovation, Acquisitions & STRONG EXECUTION
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Assortment#SellersMarketplace GMV
+ R$9.4 billion in GMV + 42,100 New Sellers + 26.8 million New Items
R$ 11.6 bn
2016 2019
R$ 2.2 bn
2016 2019
2.7 mm
29.5 mm
2016 2019
4,700
46,800
Marketplace Revolution
74%CAGR
115%CAGR
122%CAGR
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CASH GENERATIONPROFITABILITYGROWTH
+ R$6.3 billion in GMV + 370 BPS in EBITDA Margin + R$1.8 billion in Cash Flow
R$ 18.8 Bn
2016 2019
R$ 12.5 Bn
2016 2019
5.3%
9.0%
2016 2019
(-1,625) MM
+190 MM
Strong Execution
(1)
(1) Incorporating the CPC 47/IFRS 15 and CPC 48/IFRS 9 effects.
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...Driving Huge Shareholder Return
R$ 9,8501/01/2017
R$ 3.5 BN01/01/2017
+ R$59.1Billion
+1,110%Market CapBTOW3
R$ 119.2307/21/2020
R$ 62.6 BN07/21/2020
ACTIVE CLIENTS(jun/20)
19.3 MM
NET NEW CUSTOMER(jun/20 vs Jun/19)
+5.1 MM
APP DOWNLOADS(1H20)
29.5 MM
MAU (jun/20)
29.9 MM
TRAFFIC(1H20)
+1.7 BN VISITS
TRAFFIC GROWTH(1H20)
+75%
...And Growth Acceleration in 2020
Growth.
Profitability.
Cash Flow.
Source: Similar Web | Adobe | App Annie 8
Our revolution
A Powerful Online Commerce Platform...
TRAFFIC
ASSORTMENT
CU
STO
MER
S
B2W PLATFORM
E-COMMERCE (1P)
MARKETPLACE (3P)
PAYMENTS AND CREDIT
BIT SERVICES (IT)
B2WFULFILLMENT
SELLERS
Powerful. Business Platform
Connected.People, Business, Products and Services
Network.Premier Choice for Sellers with Powerful Network Effects
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1111
Partner Portal
Analog
Seller
Advertising ERP &
Backoffice
Pricing Digital
Security
Content
Largest brands on internet
Growth Enablers (tech)
Logistics & O2O
Financial Services/
Payments
Means of Integration
…Connecting & Empowering Sellers With New Capabilities
Working Capital Fintech
...Revolutionizing Client Experiences
More Choices. Continuously increasing the offering of products and
services with focus in high frequency categories.
Everyday Engagement. Improving and expanding our availability, becoming
even more relevant in the daily lives of the customers.
Integrated Experience.Delivering fast and wherever the customer desires,
expanding the O2O (online to Offline) initiatives.
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NetworkLargest network of pick-up points
(9,000 Pick-up Points)
2h deliveryAmericanas
(4,000 Americanas &Seller Stores)
Disrupting the Consumer’s Experience
1h pick upAmericanas
(1,700 Stores)
…Pioneering the Convenience of Online-to-Offline (O2O)
Infinite100% availability &
assisted sales(1,700 Stores)
PhygitalStores Fully Integrated
to the Digital
Americanas Seller
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1414
Platform
Same Day Deliveries +30%
Fulfillment Centers 20
HUBs 200
Ship From Store Locations 4,000
Total Storage Area (m²) 700,000
Vehicles & Bikes(100% Asset Light)
22,000
B2W Entrega(% of Seller Base) 96.0%
Fulfillment Centers
100% Postal Codes Served
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2
2
1
3
1
…All Powered by Our Market Disrupting Logistics Platform
Unlockingthe PowerOf Integrated Physical& Digital.
(1)
(1) 2Q20
1
1515
…And A Powerful Fintech and Mobile Platformwith A Growing Ecosystem of Mobile Solutions
+9.7 MMdownloads
• POS + ERP mobile first
• Autonomous store technology• No queues, no checkouts, just “Grab & Go”• 3 Stores (RJ & SP)
• Crowdshipping platform• +700 cities In all states• 17K couriers
• Cashier less journey• Self-service shopping• Frictionless
+40features
...Creating A Powerful Combination
Everything.
Anytime.
Anywhere.
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Our next journey
Capital Raise Amount: R$ 4.0 Bn
Expansion & Monetization of Our Powerful Engine…
Funding Our Aggressive Growth Plans
1. Organic Growth & Expansion
2. Key Strategic Partnerships
3. Selective Strategic Acquisitions
• Underpenetrated Categories
• New Product Segments
• Emerging Channels
• Disruptive Technologies & Apps
…to Continue Our Revolutionof Digital Commerce in Brazil
Net Cash Position:
R$ 0.3 Bnmar/20
R$ 115.0 per share
34,782,609 shares
Share Price:
New Shares:
R$ 4.3 Bnmar/20 (Pro-Forma)
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35%
20%17%
5%
Unlocking Numerous High-Growth Opportunities
B2W Competitor 1 Competitor 2 Competitor 3
1. Growth in Underpenetrated & New Categories
FashionGroceryBeautyFurnitureDrugstorePetshop...
R$ 20 Bn
R$ 4 Bn
FashionGroceryFurnitureDrugstorePetshop
USA
R$ 9 Bn
R$ 40 Bn
R$ 4 Bn
BR
4,0%
0,2%2,8%
8,8%
1,5%2,6%
21,1%
3,5%
13,5%14,9%
11,6%16,1%
R$ 15 Bn
Beauty and Personal care
Potential in Key Categories(2): R$ 92 BN
Top of Mind(1)
eCommerce Platform…
Participation of e-commerce in USA and Brazil
…with Plenty Room for Growth
Note: (1) Source: Top of Mind: Pesquisa Ilumeo, Sep/19(2) Euromonitor: Potential BR considering USA online penetration 19
2. Expansion Through Key Strategic Partnerships
1,300stores
Convenience
6,000stores
Mall Stores
1,900stores
12,000Stores in Partnership
Retail Store Technology
1,000Locations
Fast Food
Expanding Our ReachMall Stores
• New Categories
• New Sectors
• New Store Locations
• New Store Integrations
• New Experiences400Locations
Grocery
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3. Strategic Acquisitions to Enter, Disrupt & Grow New Segments
Fully Integrated to Americanas Universe.
Acquired January 2020
Extending Our Reach & Assortment into Grocery Powerful New Mobile Consumer Experience
600+
Stores Integrated
...and Growing
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Remembering: Our Path to Massive Value Creation
OUR EVOLUTIONClient-Centric Model
OUR NEXT JOURNEYExponential Growth
OUR REVOLUTIONValue Creation
Building B2W to Create a Powerful and Differentiated Value Proposition to Address the Large and Fast-Growing eCommerce Opportunity in Brazil.
Significant Investment
Model Transformation
Growth & Cash Generation
Transforming B2W from eCommerce to an Integrated Digital Commerce Platform to Better Serve Buyers and Sellers with Everything…Anytime…Anywhere.
Developing & Expanding New Categories to Drive Growth, Profitability & Network Effects Across Our Digital Commerce Ecosystem and the Americanas Universe.
