INVESTIGATION REQUEST

To U.S. Department of Justice - Fraud Section

Re Americanas S.A.

From Instituto Ibero-Americano da Empresa

E-mail instituto@institutoempresa.com.br
Address Av. Carlos Gomes, 700, 606, CEP 90.480-000, Porto Alegre/RS, Brazil.

Introduction

Americanas S.A. (under judicial recovery according to Brazilian legislation) ("Americanas" or the
"Company") has been a publicly traded company since 1940, with its shares available for purchase and
sale to American investors.
In January 2023, a series of events revealed Americanas' involvement in one of the largest accounting
frauds in Brazilian history, constituting a corporate fraud with global implications, significantly impacting
investment and pension funds, especially in the United States.
It was revealed that the Company manipulated its accounting records by overstating its assets, leading
to incorrect and inflated valuations. The discrepancies were initially reported at US$ 5 billion and were
later reassessed to an estimated US$ 10 billion.

The Company's manipulation resulted in substantial damages to investors, including Americans, who
relied on the accuracy of the financial information disclosed by the company to make their investment
decisions.

After the revelation, Americanas' stock value plummeted drastically, and investor confidence was
severely shaken.
The enormous accounting fraud scandal perpetrated by Americanas has been widely covered by both
Brazilian and American media.

Overview of the Fraud

The uncovered accounting irregularity stemmed from a change in the accounting treatment of common
operations in retail companies to boost the purchase of goods, known as “drawn risk”. This operation
occurs when the retailer – Americanas – selling products on credit to its customers, has to advance
payments to its suppliers through bank loans, transferring this debt to the financial institution. Then the
Company would have had to pay debts plus interests to the financial institutions, which was not
adequately described in the accounting reports.
It was also later revealed the manipulation of advertising contracts involving Americanas. This
manipulation involved entering into contracts with suppliers, including funds for product sales and
advertising, and accounting for these advertising funds before they were received.
The following brief chronology of the events lists some relevant facts involving the accounting fraud and
the manipulation of advertising contracts:
 1) On January 11, 2023, the Company published a relevant fact, publicly disclosing the existence
of substantial “accounting inconsistencies”.
2) On January 12, 2023, Americanas' stock value plummeted by 77.33%, resulting in a market
value loss of approximately US$ 10 billion.

3) On May 17, 2023, a Parliamentary Commission of Inquiry was established to investigate the
accounting inconsistencies at Americanas;
4) On June 13, 2023, Americanas admitted the accounting fraud after an internal investigation,
revealing, in addition to the fraud in “drawn risk” operations, the manipulation of cooperative
advertising budget contracts.

5) On November 9, 2023, B3 indefinitely suspended Americanas from the Novo Mercado - a

special segment of the Brazilian Stock Exchange (B3) aimed at attracting companies that
adhere to more rigorous corporate governance and transparency criteria. Among the many
reasons, failures in internal control and, above all, in the Audit Committee were evidenced
(annex).

Damage to the U.S. Market and analogous cases

It is an uncontested fact that thousands of American investors, through various investment funds and
American pension funds, have suffered losses amounting to hundreds of thousands of dollars due to
the mentioned accounting frauds and the dissemination of false information to the market.
Following a decision by the Brazilian Securities Commission (CVM), information was made available
regarding the group of American investors who acquired Americanas assets through B3. Additionally,
the Company also issued Bonds worth over US$ 500 million to raise funds in the American Market
(annex).
Estimated losses are around half a billion dollars, and among the dozens of affected funds, the following
are cited as examples: College Retirement Equities Fund, Florida Retirement System Trust Fund,
Employees Provident Fund Board, State of Minnesota State Employees Ret Plan, National Pension
Service, Teachers Retirement System of Georgia, Public Sector Pension Investment Board, American
Electric Power Master Retirement Trust, etc.

The accounting fraud affected not only the American investment market but also the savings and popular
economy of America, reaching future and simple beneficiaries of American Pension Funds.

In a recent analogous case of an accounting fraud involving IRB Brasil Resseguros S.A. ("IRB"), a
Brazilian company with shares traded on B3, the DOJ asserted its jurisdiction for criminal investigation
and settlement due to the effects on the American market and the verified losses to American investors.

In that case, the fraud succinctly involved the dissemination of false information to the market, claiming
that an U.S. multinational conglomerate based in Omaha, Nebraska, USA, was an investor in IRB. The
aim was to mislead investors, analysts, and potential investors about IRB's attractiveness and financial
capacity, given the condition of the American multinational as an investor. After the announcement by
the multinational that it never was and did not plan to be an IRB investor, stock prices plummeted,
causing significant losses to both Brazilian and American investors.
The Americanas case bears similarities to the IRB since (i) both involved Brazilian publicly traded
companies; (ii) they have investors based in the United States; and (iii) they caused losses to their

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minority shareholders and investors due to the dissemination of false information with the clear aim of
misleading the investor and overvaluing their stock prices.
However, the Americanas case is even more severe both due to its billion-dollar proportions and the
complexity and refinement of the operation. Consequently, it became extremely difficult for investors to
independently discover the fraud.
Due to the magnitude of the fraud and its impact on the financial market, the Americanas case has often
been compared to the Enron scandal in the United States. In this sense, it is suggested that the
Americanas case will have a lasting impact on corporate governance practices and financial market
regulation in Brazil. According to the Company's new CEO, the compromised accounts may date back
a decade.
Americanas' actions can therefore be seen as clear violations of sections 10(b) and 20(a) of the
Securities Exchange Act, which prohibit manipulations and fraud in financial reports and impose
responsibilities on controllers for violations committed by the company.
Considering the substantial impacts on American investors and the presence of securities traded in the
USA, the DOJ has the authority to investigate and prosecute Americanas S.A. under US securities and
antifraud laws.

Controllers - History of Fraud

With the B3 decision confirming that the failure was structural, not incidental or personal, and applying
a severe sanction that persists, it becomes evident the Company's negligent, irresponsible, and
uncommitted conduct in publishing its balance sheets and other communications to the market.
This is not merely a simple and exclusive responsibility of the Directors who acted in the Company at
the time of the frauds, as they were appointed and reappointed in legitimate designation processes over
the years. Some were even entirely trained by the Company itself. This fact corroborates the serious
structural failure and the lack of transparency and compliance throughout the Company.

The CEO himself, in a public hearing at the Parliamentary Investigation Commission created in the
Brazilian House of Representatives, acknowledged the Company's administrative governance and
control failures that misled the market about the real value of market assets.
The Company's control is exercised by a few individuals ("Controlling Shareholders"), who are directly
or indirectly shareholders of American companies or companies that raise funds in the American market.

The history of the Controlling Shareholders, fulfilled with episodes of accounting fraud and dissemination
of false information to the market, should raise a red flag about the severity of the situation. These
Controlling Shareholders are part of large economic conglomerates with exposure to the American
market and investors.

Conclusion and requests

The Company has disseminated inaccurate, false, and incorrect information to the market, causing
substantial damage to its investors, especially the minority ones. These shareholders, in turn, made
decisions based on this false information, purchasing shares at inflated and overvalued prices due to
the Company's and its controlling shareholders' responsibility, especially the Controlling Shareholders.

Americanas' actions can be seen as clear violations of sections 10(b) and 20(a) of the Securities
Exchange Act, which prohibit manipulations and fraud in financial reports and impose responsibilities on
controllers for violations committed by the company.

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Given the above, it is requested that the DOJ initiates a formal investigation against Americanas S.A.
with the aim of examining the conduct of its executives responsible for the fraudulent practices (as
already pointed out by the Company itself) and especially the Controlling Shareholders who, in practice,
act as the Company's controllers, to apply the appropriate sanctions and compensate the harmed
minority investors.
Considering the responsibility of the controllers of the Company and their connections with other
Companies and businesses, the frauds that occurred at Americanas have the capacity to significantly
impact the global market, being for this reason also necessary and justified the intervention of the
American authority.

In this regard, the Controlling Shareholders that should be mainly investigated are the following:
Americanas S.A., Jorge Paulo Lemann, Carlos Alberto da Veiga Sicupira, Marcel Herrmann Telles,
Cathos Holding S.A.R.L., BRC S.A.R.L., Cedar Trade LLC, and S-Velame S.A.R.L.O..
The Institute manifests itself as a representative of hundreds of minority shareholders through powers
of attorney and is available to actively contribute to the investigations to be conducted by this authority.

All communications should be directed to instituto@institutoempresa.com.br and

luis.guerrero@ldr.com.br

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 ANNEX – INVESTMENT AND PENSION FUNDS

1. COLLEGE RETIREMENT EQUITIES FUND

2. TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY FUND

3. WELLS FARGO ADVANT EMERGING MARKETS EQUITY FUND

4. STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL

5. SMALLCAP WORLD FUND.INC

6. DELAWARE GROUP GLOBAL INT. FUNDS-DELAWARE EMERG MARKETS FD

7. BRC SA R L

8. AMERICAN FUNDS DEVELOPING WORLD GROWTH AND INCOME FUND

9. VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F

10. ISHARES MSCI BRAZIL ETF

11. AMERICAN FUNDS DEVELOPING WORLD GROWTH AND INCOME FUND

12. INTERNATIONAL GROWTH AND INCOME FUND

13. EMERGING MARKETS EQUITY FUND

14. ISHARES CORE MSCI EMERGING MARKETS ETF

15. FRANKLIN TEMPLETON INVESTMENT FUNDS

16. FRANKLIN TEMPLETON INVESTMENT FUNDS

17. FLORIDA RETIREMENT SYSTEM TRUST FUND

18. TEMPLETON EM MARK INVEST TRUST PLC

19. WELLS FARGO BK D OF T ESTABLISHING INV F FOR E BENEFIT TR

20. AMERICAN FUNDS INS SERIES NEW WORLD FUND

21. STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS

22. LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD

23. DELAWARE VIP TRUST - DELAWARE VIP EMERGING MARKTS SERIES

24. TEMPLETON DEVELOPING MARKETS TRUST

25. THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND

26. EMPLOYEES PROVIDENT FUND BOARD

27. GENERAL ORGANISATION FOR SOCIAL INSURANCE

28. STATE OF MINNESOTA STATE EMPLOYEES RET PLAN

29. DELAWARE INVESTMENTS COLLECTIVE INVESTMENT TRUST

30. BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD

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31. NATIONAL PENSION SERVICE

32. BLACKROCK INSTITUTIONAL TRUST COMPANY NA

33. TEACHERS RETIREMENT SYSTEM OF GEORGIA

34. POLUNIN CAPITAL PARTNERS COLLECTIVE INVESTMENT TRU

35. NATIONAL ELEVATOR INDUSTRY PENSION PLAN

36. COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY

37. CITY OF NEW YORK GROUP TRUST

38. THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

39. PUBLIC SECTOR PENSION INVESTMENT BOARD

40. THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA

41. FUTURE FUND BOARD OF GUARDIANS

42. FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI

43. MANAGED PENSION FUNDS LIMITED

44. SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG

45. THE BANK OF NEW YORK ADR DEPARTMENT

46. LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION

47. PENSION FUND ASSOCIATION FOR LOCAL GOVERNMENT OFFICIALS

48. CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM

49. NEW YORK STATE TEACHERS RETIREMENT SYSTEM

50. THE BANK OF NEW YORK MELLON (INTERNATIONAL) LIMITE

51. NATIONAL EMPLOYMENT SAVINGS TRUST

52. EMG MKT SOCIAL CORE PORT OF DFA INVEST DIMENSIONS GROUP INC

53. TEACHER RETIREMENT SYSTEM OF TEXAS

54. AMERICAN ELECTRIC POWER MASTER RETIREMENT TRUST

55. CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN

56. EMPLOYEES RETIREMENT SYSTEM OF GEORGIA

57. INTERNATIONAL MONETARY FUND

58. THE TEXAS EDUCATION AGENCY

59. AMERICAN FUNDS INSURANCE SEIRES INTERNATIONAL GAI FUND

60. BARCLAYS MULTI-MANAGER FUND PUBLIC LIMITED COMPANY

61. ARIZONA PSPRS TRUST

62. UTAH STATE RETIREMENT SYSTEMS

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63. NEW AIRWAYS PENSION SCHEME

64. NATIONAL FEDERATION OF MUTUAL AID ASSOCIATIONS FOR M P

65. STATE OF NEW JERSEY COMMON PENSION FUND D

66. STATE OF WYOMING

67. STATE STREET GLOBAL ADVISORS LUX SICAV - S S G E M I E FUND

68. THE BOARD OF THE PENSION PROTECTION FUND

69. TEACHERS RETIREMENT SYSTEM OF OKLAHOMA