What is a capital increase?
The capital increase is a method of raising resources (i.e. cash flow into the Company) from the Company via the issuance of new shares, with the aim of sustaining investments and strengthening the capital structure.
What is the proposed value for the capital increase?
The Capital Increase will be carried out in the minimum amount of R$ 590,000,000.00 (five hundred and ninety million reais) and a maximum of up to R$ 750,000,000.00 (seven hundred and fifty million) reais, upon issuance for subscription of up to 535,714,285 (five hundred and thirty-five million, seven hundred and fourteen thousand, two hundred and eighty-five) common shares (“New Shares”), nominative and without par value, being the partial approval of the Capital Increase allowed.
Summary of shareholder subscription rights
All Marisa shareholders, who purchased their shares by June 13, 2024, will be able to participate in the current capital increase, receiving the right to subscribe to a percentage of their shareholding position based on the closing date of June 13, 2024.
In case the shareholder decides to participate in the capital increase by exercising their subscription right, shareholders will have the preemptive right to subscribe to shares in the proportion of 7.8175192604 New Shares for each 1 share they hold on the Cut-off Date.
As an additional advantage for shareholders who participate in the Capital Increase, each 10 (ten) New Shares subscribed and paid in, will give the respective shareholder the right to receive 2 (two) subscription bonuses (“Subscription Bonus”).
Each 1 (one) Subscription Bonus will give its holder the right to subscribe to 1 (one) new share issued by the Company.
It is important to highlight that the decision to participate in the capital increase is up to each shareholder and the participation in the process is not mandatory.
Have your questions answered about the Capital Increase
I am not a shareholder and would like to participate in the Marisa Lojas capital increase, can I still do it?
The subscription right will only be granted to shareholders who held AMAR3 shares on June 13, 2024, however, the subscription rights granted to shareholders on this date are also tradable on the secondary market with the ticker AMAR1. In the case of subscription, AMAR1 rights will be converted into subscription receipts, with ticker AMAR9 and after approval of the capital increase, they will be converted into Marisa Lojas shares traded as AMAR3.
This way, investors who were not shareholders of the company on the cutoff date can still participate in the transaction by purchasing subscription rights negotiated in B3.
I am a shareholder and would like to participate in the capital increase of Marisa Lojas. How do I do it?
You will be able to subscribe to the Company’s capital increase in the percentage of up to 781.75% of your shareholding position on June 13, 2024 at the price of R$1.40 per share. Holders of shares issued by the Company on the Cut-Off Date will have the period from June 14, 2024 (inclusive) to July 15, 2024 (inclusive) to exercise their preemptive right in subscribing to New Shares.
What does “subscription bonus” mean?
As an additional advantage for shareholders who participate in the Capital Increase, each 10 (ten) New Shares subscribed and paid in will give the respective shareholder the right to receive 2 (two) subscription bonuses (“Subscription Bonus”).
Each 1 (one) Subscription Bonus will give its holder the right to subscribe to 1 (one) new share issued by the Company.
The Subscription Bonuses will be exercisable in two moments: (i) from August 18, 2025 to August 29, 2025; and (ii) November 17, 2025 to November 28, 2025 (together referred to as the “Exercise Period”), provided that Subscription Bonus holders who exercise their respective rights in the period between August 18, 2025 and August 29, 2025 will receive the shares underlying the respective Subscription Bonuses until September 9, 2025; and holders of Subscription Bonuses who exercise their respective rights in the period between November 17, 2025 and November 28, 2025 will receive the shares underlying the respective Subscription Bonuses until December 9, 2025.
After the Exercise Period, the Subscription Bonuses will be automatically canceled and, therefore, will be considered fully extinguished.
How do I exercise my right to subscribe?
To participate you will need to contact your broker to request the Subscription Form.
After completing and sending the Bulletin, the broker will forward it to B3.
Subscription requests via B3 can be made between June 14, 2024 and July 15, 2024.
The corresponding account will be debited on 18/Jul/2024 at the end of the subscription period. (D+3 of approval)
As of June 14th, a subscription right is generated and negotiated with the ticker AMAR1.
By July 18th you will receive subscription receipts (which will be identified by the ticker: AMAR9). After approval by the Board of Directors, scheduled to occur on August 9, the subscription receipts will be converted into shares, and asset AMAR9 will be traded as AMAR3, as well as the other shares issued by the Company.
Is the subscription bonus negotiated?
The bonus also starts to be traded as of the approval date (with the ticker to be defined)
We remind you that the Subscription Bonuses will be exercisable in two periods: (i) from August 18, 2025 to August 29, 2025; and (ii) November 17, 2025 to November 28, 2025 (together referred to as the “Exercise Period”), provided that Subscription Bonus holders who exercise their respective rights in the period between August 18, 2025 and August 29, 2025 will receive the shares underlying the respective Subscription Bonuses until September 9, 2025; and holders of Subscription Bonuses who exercise their respective rights in the period between November 17, 2025 and November 28, 2025 will receive the shares underlying the respective Subscription Bonuses until December 9, 2025.
If I subscribe to the capital increase, can I be diluted?
If you choose to fully exercise your preemptive right to subscribe to the new shares, you will not suffer dilution.
Am I entitled to subscribe to “leftovers”? How will they be distributed?
After the end of the period for exercising the preemptive right, any remaining unsubscribed shares will be distributed among the shareholders or assignees of preemptive rights who have expressed an interest in reserving unsubscribed shares in the respective subscription form, during the period of 5 (five) days from the publication of the Notice to Shareholders informing the number of remaining unsubscribed shares.
How many rounds of surplus distribution will the Company carry out?
The Company will carry out only one round of surplus shares. If there are still unsubscribed shares remaining after the distribution, the Company will not auction the remaining shares and will ratify the partial Capital Increase with the cancellation of the remaining unsubscribed shares.
- The Company’s shares are listed for trading in the B3 under the ticker “AMAR3”. Marisa has entered into an agreement with the B3 to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.
Each common share entitles its owner to one vote in Marisa’s general and special shareholders’ meetings.
According to the Company’s bylaws and Brazilian Corporate Law, its shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in its capital stock.
In the event of the Company’s liquidation, its shareholders have the right to receive reimbursements proportional to their ownership interest in the Company’s capital stock, after the settlement of all its obligations.
Owners of Marisa’s common shares are not obligated to subscribe to new shares in these future increases of the Company’s capital stock.
According to Brazilian Corporate Law, neither Marisa’s bylaws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
- the right to participate in profit distribution
- the right to participate, proportionally to their ownership interest in its capital stock, in the distribution of any residual assets in the event of its liquidation
- the right to inspect, in the manner set forth in Brazilian Corporate Law, the management of corporate businesses
- preemptive rights related to the subscription of shares, debentures convertible into shares or subscription warrants, except in some specific circumstances set forth in Brazilian Corporate Law; and
- the right to withdraw from the company in the circumstances defined by Brazilian Corporate Law, as described under “—Withdrawal rights and redemption.”
In compliance with the contract entered by the Company, the Management and B3 with respect to the listing of the shares on Novo Mercado, Marisa is expressly prohibited from holding non-voting shares or restricted voting right shares, unless its shares are delisted from the Novo Mercado.
Each buyer of Marisa common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- the buyer: (i) is a qualified institutional buyer and is aware that the sale of Marisa common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- in making its decision to purchase the common shares, the buyer: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
- Marisa common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the buyer reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Marisa shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Marisa shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
All Marisa’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (http://www.marisa.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Valor Econômico” and “Diário Oficial do Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Marisa’s website (http://www.marisa.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (https://www.b3.com.br/en_us/) and at the Securities and Exchange Commission of Brazil – CVM (https://www.gov.br/cvm/en).
Marisa S.A.
Rua James Holland, nº 422
São Paulo
Brazil
01138-909
Phone: +55 (11) 2109-3121 / 6269
Fax: +55 (11) 3392-4276
www.marisa.com.br
Joao Pinheiro Nogueira Batista
CEO and Investor Relations Officer
E-mail: dri@marisa.com.br
Any questions not related to analysts and investors must be directed to Marisa’s Contact Form or through the phone number (11) 2109-6000.
Adjusted EBITDA consists of EBITDA plus or minus the result from the equity method of accounting interest in real estate companies, revenue from the rental of spun-off property, net non-operating result and minority interests.
Adjusted EBITDA is not a measure of financial performance under Brazilian GAAP and should not be considered individually as a measure of the Company’s economic performance, as an alternative to net income or operating cash flows or as an indicator of liquidity.
There is no standard formula for calculating Adjusted EBITDA and Marisa’s definition of Adjusted EBITDA may not be similar to the definition of Adjusted EBITDA used by other companies.