Iguatemi Sa · BMFBOVESPA:IGTI3
Iguatemi Sa — Merger or Acquisition (September 2021)
19 slides from Iguatemi Sa's merger presentation, September 2021
Slide 1: Investor Presentation
I N V E S TO R P R E S E N TAT I O N
Slide 2: Agenda
Agenda Executive Summary 3 Transaction Benefits for All Stakeholders 8 Transaction Aligned with the Best Corporate Governance Standards 11 Iguatemi’s Stock Performance Against Peers 19 2
Slide 3: Executive Summary
Executive Summar y JPSA proposed to Iguatemi a corporate restructuring involving the two companies - JPSA currently holds only one relevant asset, which is a controlling interest in Iguatemi - Iguatemi is controlled by JPSA through a c. 51% stake, with the balance of its shares held by minority shar
Slide 4: Executive Summary
Executive Summar y Alignment on Iguatemi’s Long-Term Success with the merger with JPSA ❑ Under the leadership of JPSA, Iguatemi has been transformed from a small “local” brand to a national luxury player ❑ Management team is currently focused on Iguatemi’s next phase of growth while continuing to cr
Slide 5: Proposed Structure Enables Greater Capacity for Investments with Corporate Simplification
Proposed Structure Enables Greater Capacity for Investments with Corporate Simplification Current Structure Final Structure¹ Rationale GJ controls Iguatemi through a holding structure with two JPSA to hold 100% of IGTA, consolidating operations and Proposed restructuring creates larger investment ca
Slide 6: Corporate Reorganization Timeline
Corporate Reorganization Timeline Indicative Timeline of Next Steps June-21 July-21 August-21 September-21 October-21 November-21 December-21 1 8 15 22 29 1 8 15 22 29 1 8 15 22 29 1 8 15 22 29 1 8 15 22 29 1 8 15 22 29 1 8 15 22 29 Independent Comittee (IC) Workstreams Appointment of IC Members Jul
Slide 7: Agenda
Agenda Executive Summary 3 Transaction Benefits for All Stakeholders 8 Transaction Aligned with the Best Corporate Governance Standards 11 Iguatemi’s Stock Performance Against Peers 19 7
Slide 8: Transaction Unlocks Benefits for All Stakeholders
Transaction Unlocks Benefits for All Stakeholders Additional capacity for new investments and acquisitions More room for additional equity offerings to raise cash for growth Grupo Jereissati will hold the control of the voting capital with a relevant stake in terms of economic value. In the event of
Slide 9: Main Benefits Unlocked by the Transaction
Main Benefits Unlocked by the Transaction Index of Public Companies Controlled by Owners (2) Potential Increase in Company’s Dry-powder(1) (R$mm) vs. MSCI ACWI 832.1 900 (Base 100 as of March 28 th, 2008) 800 @Jun-21 7,931 700 600 500 400 200.8 1,130 300 200 @Jun-21 100 Current with Control Maintena
Slide 10: Agenda
Agenda Executive Summary 3 Transaction Benefits for All Stakeholders 8 Transaction Aligned with the Best Corporate Governance Standards 11 Iguatemi’s Stock Performance Against Peers 19 10
Slide 11: The Transaction Follows Best Corporate Governance Standards
The Transaction Follows Best Corporate Governance Standards 1 Main decisions taken by minority shareholders and/or IGTA’s Independent Committee • Members of the Independent Committee (“IC”) chosen solely by IGTA’s Independent Board Members • IC independently and with its own advisors negotiated the
Slide 12: Main Decisions Taken by Minority Shareholders and/or the Independent Committee
1 Main Decisions Taken by Minority Shareholders and/or the Independent Committee # Step Who decides / approves? Outcome 76% attendance on EGM 1 Creation of an Independent Committee ("IC") to negotiate deal terms All Shareholders 98% approval rate Renata Noronha Indicated solely by the three Fernando
Slide 13: First Related Party Transaction in Brazil to Increase Rights to Minority Shareholders
2 First Related Party Transaction in Brazil to Increase Rights to Minority Shareholders The first and only transaction performed under “CVM Guidance Opinion #35” with both (i) abstention of the controlling shareholder vote; and (ii) deal terms negotiated by an Independent Committee Take Over Transac
Slide 14: Independent Board Members of IGTA
3 Independent Board Members of IGTA 3 +35 1 +20 3 +20 Bernardo Parnes Ana Karina Bortoni Dias Pedro Santos Ripper Founder and CEO CEO Founder and CEO Investment One Partners Banco BMG Bemobi ▪ Board Member at Hospital Albert Einstein and former ▪ Chairwoman of the Board at BMG Seguros ▪ Board Member
Slide 15: Independent Committee and its Advisors
3 Independent Committee and its Advisors Members of the Independent Committee Financial and Legal Advisors(1) Brief Biography Fábio Bicudo ▪ More than 19 years in Investment Banking for Bear Stearns, Cofounder Grupo Gera Goldman Sachs and Citibank ▪ Former CEO of Eneva who led the company’s restruct
Slide 16: New Iguatemi's Governance Practices vs. Novo Mercado's
4 New Iguatemi’s Governance Practices vs. Novo Mercado’s Main requirements of the listing segments Basic Nível 1 Nível 2 Novo Mercado Adherence by New Iguatemi 1 Capital stock (single class common stock) Minimum percentage of outstanding shares (free float) Public Offerings of Shares Prohibition of
Slide 17: Transaction Improves Governance to IGTA3's Minority Shareholders
4 Transaction Improves Governance to IGTA3’s Minority Shareholders Minority Shareholder of Iguatemi (IGTA3) Minority Shareholder of New Iguatemi Veto Rights for Minority Shareholders(1) • Transactions proposed by the management that involves transformation into another kind of company, merger or mer
Slide 18: Agenda
Agenda Executive Summary 3 Transaction Benefits for All Stakeholders 8 Transaction Aligned with the Best Corporate Governance Standards 11 Iguatemi’s Stock Performance Against Peers 19 18
Slide 19: Iguatemi's Stock Performance Against Peers
Iguatemi’s Stock Performance Against Peers Mall Stocks Performance Base 100 as of June 7 th 105 Tax reform delivered to the Chamber of Deputies @25-Jun 100 95 IBOV 90 -9.2% ALSO3 85 -21.4% Deal Announcement (1) @7-Jun BRML3 -23.5% 80 MULT3 -23.9% Copom raises Selic rate to 75 4.25% per year IGTA3 @1