• No results found

TABLE OF CONTENTS. - Which matter shall be discussed at the Extraordinary General Meeting?..

N/A
N/A
Protected

Academic year: 2021

Share "TABLE OF CONTENTS. - Which matter shall be discussed at the Extraordinary General Meeting?.."

Copied!
50
0
0

Loading.... (view fulltext now)

Full text

(1)
(2)

2

TABLEOFCONTENTS

Message from the Chairman of the Board of Directors ……….. 3

Message from the Chief Executive Officer ……… 4

Invitation to the Extraordinary General Meeting ………... 7

Procedures and Terms ………. 8

Participation in the General Meeting by Proxy ………..…… 9

Explanatory notes of the matter to be discussed on the Extraordinary General Meeting - Which matter shall be discussed at the Extraordinary General Meeting? …….. - Which documents have been placed at the Shareholders disposal by the Company’s Management? ……… - How may Shareholders have access to the documents mentioned above? …… - What is the content of these documents? ……… - What is the total purchase price of the all shares issued by Leader Participações? ………... - Will the dissenting Shareholders of the Company have withdrawal rights? ….. - Why does the Company recommend the approval of the Management proposal for the purchase of Leader Participações S.A.? ……… 10 10 10 10 11 11 11 Attached Material Fact dated as of March 10, 2008 ……….… 13

Material Fact dated as of September 3, 2008 ……… 14

Summary of the Transaction ………. 16

Form of Proxy ………. 48

(3)

3

MESSAGEFROMTHECHAIRMANOFTHEBOARDOFDIRECTORS

Dear shareholders,

It is with great pleasure that I invite you to participate of Lojas Renner S.A. Extraordinary General Meeting (“General Meeting”), summoned to be held on October 15, 2008, 11 a.m., at the Company’s head-office at Av. Assis Brasil, 944, Passo D’areia, Porto Alegre/RS - Brazil. Please be informed that the Board of Directors, on a meeting held on September 2, 2008, approved the proposal of the Company’s Executive Officers regarding the takeover of Leader Participações S.A. (“Leader Participações”) by LR Investimentos Ltda. (“LR Investimentos”), a company indirectly controlled by Lojas Renner S.A. (“Company” or “Lojas Renner”), secured by the Company, as well as the Financial-Economical Valuation Report of Leader, prepared by Lehman Brothers do Brasil Ltda. The Board of Directors authorized the Executive Officers of the Company to execute a Share Purchase Agreement with regards to the transaction and all the instruments connected therewith.

The matters that are to be discussed at the General Meeting are described at the call notice and on this Manual. Please, read carefully. We are at your disposal to clarify any questions.

Your vote is very important to Lojas Renner, the first Brazilian Corporation with its capital stock totally diluted in the market. In order to install the General Meeting, it will be necessary the attendance of one fourth (1/4) of the Corporation’s capital stock. In case there is not enough quorum to install the General Meeting, the Corporation will define a new date, which shall be timely informed in a second call notice. The Corporation shall acknowledge the reaching of the necessary quorums to install the Meeting within seventy-two (72) hours prior to the General Meeting.

We continue to make every effort to ensure that the General Meeting takes place following the first convening notice and for this reason we are counting on your presence.

Sincerely yours,

Claudio Thomaz Lobo Sonder

(4)

4

MESSAGEFROMTHECHIEFEXECUTIVEOFFICER

Dear Shareholders,

As you have seen through our recent reports, Lojas Renner has performed very well during the last few years. We have increased the number of our stores – we have opened 38 new stores since the capital stock pulverization in 2005 -, reached new markets, increased our sales by 22% in 2007, and we intend to end 2008 with one more accomplishment: the acquisition of Leader, a regional chain operating in six Brazilian states with a lot of experience in the low income segment.

I will go deeper into some issues shortly, but first it is worth pointing out that, even after the acquisition, it is very clear to us that both chains will keep performing in quite different strategic approaches: Lojas Renner will remain focused on Brazilian middle and upper-middle income classes, and Leader will keep concentrating on the lower income classes. The reason for this is that we want to take advantage of the opportunities arising from the transformations the Brazilian market has been going through, as we will see below.

The emergence of the lower income classes

The Brazilian macroeconomic scenario has been extremely favorable recently. The control of inflation, the real increase in workers’ income, the increased consumer confidence level and the expansion of the Federal Government’s social projects have allowed the entrance of new consumers in the market. To give you an idea of this growth, over the last two years alone – from 2006 to 2008 –, the “C” class (comprising families with monthly incomes from R$912 to R$2,470) has recorded the highest population growth, from 39% to 46% of the Brazilian population, corresponding to more than 70 million consumers living in urban areas 1.

The access of a great portion of the Brazilian population to the consumer market is clear and, consequently, we see an increase in the sales of products that are more appropriate to these new consumers across the country.

It is also worth mentioning that these recent developments in Brazil are part of a global trend, especially when we analyze consumption in China and India, among other large emerging countries. That is the reason why the world’s largest consumer goods companies are quickly adapting in order to cater to this new rising consumer class.

Opportunity for market increase

With this change in the macroeconomic scenario, we can see that the strategic approach of Lojas Renner – focused on A and B classes – would currently cater to only a small portion of this great emerging market comprising millions of Brazilians. Accordingly, by analyzing these groups’ growth and access to consumption and looking ahead, we have detected the great business potential the acquisition of Leader represents.

1

(5)

5 The apparel retail business is very fragmented – even more so considering the low income segment – and the few existing chains that focus on this segment are mostly small and regional. This situation has allowed us to identify a niche for a structured national chain with conditions to offer appropriate and fashionable products at competitive prices.

Additionally, it is important to point out that most stores operating in low income segment do not have our ability to offer financing and credit, for example. This deal also shows us that we may, in the future, acquire small chains and keep expanding our operation fronts.

This complementarity – Renner focused on middle and upper-middle income classes and Leader operating in low income classes – will enable an operational synergy between both businesses. Together, Renner and Leader may become the Brazilian market’s largest apparel retail chain and hit the mark of approximately 17 million users of its private label credit cards. Moreover: with Leader, we will be able to open more compact stores (1,500 square meters) and also stand-alone stores, differently from Renner, which operates through stores with an average selling area of 2,000 square meters, mainly located in shopping malls.

Delinquency is an issue that also comes to mind whenever we talk about the low income segment. However, good microcredit experiences show an extremely low degree of losses in this population range. Regarding this aspect, it is worth mentioning that delinquency is not determined by income, but through the correct risk assessment at the moment of granting credit. Finally, I must reinforce that there is a great potential for financial products in low income segments, since the number of people who have bank accounts in this class is much lower than in wealthy classes.

Segmentation and synergies

As I have already mentioned, the two chains will operate under quite different strategic approaches. We know that no head can serve two masters. The sales management will be separate, as will the design, product development, purchase and store operation areas. Each chain will have its own product mix. We understand that if we create one average product for the two chains, we will run the risk of destroying the value of both the Renner and the Leader brand names. Nevertheless, we have several synergies that will be used in the corporate and support areas of both companies. Process standardization and the exchange of best practices are just two examples of the efficiency gains from which both businesses will benefit.

Looking ahead

Leader is a regional chain with the potential for becoming a national one. Therefore, we will have two national chains. In some markets and shopping malls, we may even have the two brands. The access to smaller cities will also be easier through the Leader model. Renner will thus have two growth vectors, and, regarding that, I would like to emphasize that Leader has a highly-qualified professional management that will certainly support the fast pace we want to set for the new operation.

We believe that the country is going through a moment of consistent growth, which generates confidence. The economic advancements and stability assure us that this is the right moment to invest, always thinking about our shareholders, clients and business partners, in order to build the Renner of the future.

(6)

6 You can be sure that the motivation level of both Renner’s and Leader’s teams is extremely high. We all understand clearly that only by taking our Principles and Values as well as our

Enchanting Philosophy to the new company will we be able to build a future with healthy growth and solid results to everyone. As always, the Company’s management is counting on the support of its shareholders for this new and important step, which will make us even stronger and more competitive.

Thank you very much,

José Galló

(7)

7

INVITATION TO THE EXTRAORDINARY GENERAL MEETING

DATE: HOUR:

October 15, 2008 11 a.m.

PLACE: Corporation’s Headquarters Av. Assis Brasil, 944

Passo D’Areia – CEP: 91010-000 Porto Alegre/ RS – Brazil

AGENDA:

Ratification of the takeover transaction of Leader Participações S.A. (“Transaction”) in accordance with the set forth by Article 256, paragraph 1st of the Brazilian Law on Corporations (Law N. 6.404/76, as amended).

(8)

8

PROCEDURES AND TERMS

The shareholders shall present to the Corporation, within at least seventy-two (72) hours in advance to the scheduled time for the General Meeting, in addition to the copy of the Identity Card, as applicable:

a. Proof of shareholding issued by the depositary institution in the last five (05) days;

b. Power of attorney containing the notarization of the grantor’s signature; and/or c. As regards the shareholders participating in the fungible custody of registered

shares, the statement containing the respective stock interest issued by the relevant body.

As regards items (a) and (c) above, the documents shall be requested to the relevant bodies with three (3) business days in advance from the date of the intended deliver, which shall be specified in the request.

The originals and the certified copies of the documents mentioned above shall be delivered in the Corporation’s headquarters until beginning of the General Meeting, scheduled to occur on October 15, 2008, at 11 a.m. If you prefer to indicate an attorney-in-fact to vote by means of power of attorney, the documents to confirm its representation shall also be delivered to the Corporation’s headquarters on the same date.

In order to assure your attendance, the Corporation shall receive copies of the documents mentioned above, until 72 (seventy-two) hours before beginning of the General Meeting, scheduled to occur onOctober 15, 2008, at 11 a.m., by fax, e-mail or mail. The Corporation shall receive the documentation until October 12, 2008, at 11 a.m.

FAX: +55 51 3345-1481

A/C Sr. José Carlos Hruby or Diva Freire

e-mail: ri_lojasrenner@lojasrenner.com.br; ppicinini@lojasrenner.com.br;

dfreire@lojasrenner.com.br

Address: Av. Assis Brasil, 944 – Passo D’areia – Porto Alegre/RS – CEP 91010-000 A/C Sr. José Carlos Hruby or Diva Freire

If you have any doubt, please contact:

- Paula Picinini – Investors Relations Officer – phone: +55 51 2121-7044

ppicinini@lojasrenner.com.br

YOUR VOTE IS VERY IMPORTANT. TO VOTE YOU SHALL ATTEND THE GENERAL MEETING IN PERSON OR BE REPRESENTED BY AN

(9)

9

PARTICIPATION IN THE GENERAL MEETING BY PROXY

If you choose to attend the General Meeting by proxy, you will need to indicate an attorney-in-fact (in which case you shall forward to the Corporation, in addition to the documents required by Law N. 6,404/76 (“Corporation Law”) and indicated in this Manual, the documents to confirm representation) or one of the officers indicated by the Corporation, which indentifications are found below:

In the case of a Positive Vote

- José Carlos Hruby, Brazilian citizen, married, accountant, enrolled with Identity Card under N. 5.012.058.078 SJS/RS and CPF/MF under N. 004.165.920-15, resident and domiciled in the City of de Porto Alegre, State of Rio Grande do Sul, with office at Av. Assis Brasil, N. 944, Passo D’Areia, CEP 91010-000, in the City of Porto Alegre, State of Rio Grande do Sul, Brazil.

In the case of a Negative Vote

- Clarice Martins Costa, Brazilian citizen, married, psychologist, enrolled with Identity Card under N. 4.020.702.025 and CPF/MF under N. 168.421.030-53, resident and domiciled in the City of de Porto Alegre, State of Rio Grande do Sul, with office at Av. Assis Brasil, N. 944, Passo D’Areia, CEP 91010-000, in the City of Porto Alegre, State of Rio Grande do Sul, Brazil.

(10)

10

E

XPLANATORY

N

OTES

O

F

T

HE

M

ATTER

T

O

B

E

D

ISCUSSED

O

N

T

HE

E

XTRAORDINARY

G

ENERAL

M

EETING

WHICH MATTER SHALL BE DISCUSSED AT THE EXTRAORDINARY GENERAL MEETING?

The shareholders are being called to deliberate on the ratification of the takeover transaction of Leader Participações S.A. (“Transaction”), in accordance to the set forth by Article 256, paragraph 1st of the Brazilian Law on Corporations (Law N. 6.404/76, as amended).

WHICH DOCUMENTS HAVE BEEN PLACED AT THE SHAREHOLDERS DISPOSAL BY THE COMPANY’S MANAGEMENT?

The documents that have been placed at the shareholders disposal by the Company’s Management are:

A. Minutes of the Board of Directors Meeting that discussed the Transaction, dated as of September 2, 2008;

B. Call Notice of the Extraordinary General Meeting to be held, on first calling, on October 15, 2008 at 11 a.m.;

C. Share Purchase Agreement executed on September 3, 2008, referent to the acquisition of the all shares issued by Leader Participações S.A.;

D. Valuation Report prepared by Lehman Brothers do Brasil Ltda, a specialized company that performed the economic and financial valuation of Leader Participações S.A.;

E. Material Facts dated March 10 and September 3, 2008; and F. Summary of the Transaction.

HOW MAY SHAREHOLDERS HAVE ACCESS TO THE DOCUMENTS MENTIONED ABOVE?

The documents “A”, “B” and “E” are at Brazilian Securities Exchange Commission (CVM) website (www.cvm.gov.br) and at the Company’s website (www.lojasrenner.com.br/ri). Documents “B” and “E” (dated as of September 3, 2008) will be published on the newspapers Valor Econômico (National), Jornal do Comércio (Porto Alegre) and the Official Gazette of Rio Grande do Sul and attached to this Manual. Documents “C” and “D” are at the shareholders disposal at the Company’s head-offices at Av. Assis Brasil, 944, Passo D’Areia, Porto Alegre, RS. The Transaction Summary, item “F”, can be found at CVM’s website (www.cvm.gov.br) and on the Company’s website (www.lojasrenner.com.br/ri) and attached to this Manual.

WHAT IS THE CONTENT OF THESE DOCUMENTS?

The documents placed at your disposal have all the necessary information for a profound analysis of the Transaction. On the Summary of the Transaction attached to this Manual, a summary of the present activities of Leader Participações, as well as the expectations on the Leader’s potential and its impacts on the financial data of Lojas Renner can be found.

(11)

11

WHAT IS THE TOTAL PURCHASE PRICE OF THE ALL SHARES ISSUED BY LEADER PARTICIPAÇÕES?

The total purchase price of the shares issued by Leader Participações is R$ 670 millions, which is subject to certain reductions and adjustments commonly performed on this kind of transaction, which shall be verified based, among others, on the financial statements of Leader on the month of the closing of the Transaction. An amount of R$ 230 millions shall be held by the Buyer and shall be released in installments in 5 (five) years counting from the closing of Transaction.

WILL THE DISSENTING SHAREHOLDERS OF THE COMPANY HAVE WITHDRAWAL RIGHTS?

Seeing as the shares issued by the Company meet the liquidity and dispersion criteria set forth by item II of Article 137 of the Brazilian Law on Corporations, its dissenting shareholders shall not be granted withdrawal rights as per Article 256, paragraph 2 of the aforementioned law.

WHY DOES THE COMPANY RECOMMEND THE APPROVAL OF THE MANAGEMENT PROPOSAL FOR THE PURCHASE OF LEADER PARTICIPAÇÕES S.A.?

The Company recommends the approval of the Transaction because it believes Leader Participações has a small overlapping of clients with Lojas Renner and that this acquisition the Company will add value to the shareholders of Lojas Renner through the exploring of low income markets, which have presented a strong growth in the number of potential clients, which are experimenting, with the economy’s stability, important improvements of income and credit access. Leader Participações is a regional store chain with a good business placement and a strong brand name, which may become, on a medium to long term, a department store chain of national presence. Renner’s management believes that it may, through its two business models (Renner and Leader), within few years, become the largest apparel retail chain of the Brazilian market, taking over a leadership position.

The Company also recommends to its shareholders that they carefully examine the documents placed at their disposal by the Management in order to decide on this Transaction.

(12)

12

(13)

13

MATERIAL FACT DATED AS OF MARCH 10,2008

Lojas Renner S.A. (“Lojas Renner” or “Company”), in compliance with Paragraph 4 of Section 157 of Law nº 6.404/76 and Regulation nº 358/02 of the Securities and Exchange Commission of Brazil (“CVM”), hereby inform to its shareholders and to the market that it has executed, as of the current date, a Memorandum of Understandings (“MoU”) providing for the acquisition of 100% (one hundred per cent) of the shares issued by Leader S.A. Empreendimentos e Participações (“Leader”), which is the owner of: (a) 100% (one hundred per cent) of the share capital of União de Lojas Leader S.A., and (b), indirectly, 50% (fifty per cent) of the share capital of Leader S.A. Administradora de Cartões de Crédito (“Transaction”).

Leader is a closely-held company that, by means of its subsidiary União de Lojas Leader S.A. – currently with 38 (thirty eight) operating stores – is dedicated to the retail commerce, with focus on women, men and kids fashion; home utilities; bed, bath & table department; toys; lingerie; shoes and accessories, in the states of Rio de Janeiro, Espírito Santo, Minas Gerais, Pernambuco, Sergipe and Alagoas.

Furthermore, Leader holds an indirect participation of 50% (fifty per cent) in the share capital of Leader S.A. Administradora de Cartões de Crédito, which focus on the commercialization of financial services to its clients and credentialed storekeepers, offering bank products and services, provided by financial institution, such as insurances, pension plans, consortia, payment of bills and other related activities.

Upon the completion of the Transaction, the Company will take one more important step within its strategy of growth and consolidation of its business in the Brazilian retail sector.

The completion of the Transaction depends on the verification of a number of conditions precedent for the deal, including the conducting of an audit with satisfactory results for Lojas Renner, the negotiation, by the parties, of the definitive agreements, as well as the approval of the Transaction by the relevant corporate acts of the Company. The estimate term for the conclusion of the auditing procedures is 120 (one hundred and twenty) days, as from the execution of the MoU, provided that such term may be extended upon agreement between the parties. The acquisition price shall be defined and duly announced to the Company’s shareholders and to the market at the time of the execution of the definitive agreements of the Transaction.

The Company shall keep its shareholders and the market informed on any new events related to the Transaction, as well as on the implementation of the necessary conditions for its completion.

(14)

14

MATERIAL FACT DATED AS OF SEPTEMBER 3,2008

Lojas Renner S.A. (“Lojas Renner” or “Company”), in compliance with Paragraph 4 of Section 157 of Law nº 6.404/76 and Regulation nº 358/02 of the Securities and Exchange Commission of Brazil (“CVM”), and in addition to the information published on the Material Fact dated as of March 10, 2008, informs its shareholders and the market of the following:

1. The Transaction

1.1 LR Investimentos Ltda (“LR Investimentos” or “Buyer”), a company indirectly controlled by the Company has executed, as of this date, a Share Purchase Agreement (“Agreement”), with the purpose of acquiring 100% of the shares issued by Leader Participações S.A. (“Leader Participações”) (“Transaction”). Lojas Renner executed the agreement as an intervening party and grantor of the obligations assumed by the Buyer.

1.2 Leader Participações is a holding company, holder of (a) 100% of the shares issued by União de Lojas Leader S.A. (“Leader Retail”) and (b) 50% of the shares issued by Leader S.A. Administradora de Cartões de Crédito (“Leader Credit”), these interests having being transferred to Leader Participações through a partial spin-off of Leader S.A. Empreendimentos e Participações, which occurred on July 31, 2008.

1.3 The total purchase price of the shares issued by Leader Participações is R$ 670 millions, which is subject to certain reductions and adjustments commonly performed on this kind of transaction, which shall be verified, among others, based on the financial statements of Leader Participações on the month of the closing of the Transaction. (“Purchase Price”)

1.4 An amount of R$ 230 millions of the Purchase Price will be held by the Buyer and shall be released in installments in 5 (five) years counting from the closing of Transaction.

1.5 Also on this date, Leader Participações has executed a Shareholders Agreement with Banco Bradesco S.A. (“Bradesco”), which holds the other 50% of the corporate capital of Leader Credit, in order to regulament their relationship as shareholders of such company. Additionally, the Company and Bradesco executed a Put and Call Option Agreement, through which the Company has granted Bradesco a firm put option for the Leader Credit shares it holds and Bradesco granted to the Company a firm call option related therewith.

1.6 The closing of the Transaction is subject to the verification of certain conditions precedent which are common to these kinds of transactions, including confirmation by the means of an Extraordinary General Meeting of Lojas Renner, as per item 3.2 below.

2. Information on Leader

2.1 Leader Retail has 39 operating stores and focuses on the retail of women, men and kids clothing as well as home utilities, bed, bath and kitchenware, toys, lingerie, footwear and accessories in the States of Rio de Janeiro, Espírito Santo, Minas Gerais, Pernambuco, Sergipe and Alagoas.

2.2 Leader Credit is dedicated to the commercialization of financial products to its credentialed clients and shop owners, granting access to products and services offered by financial institutions, such as insurance, credit cards, loans and capitalization bonds.

(15)

15

3. Corporate Approvals and Other Relevant Information

3.1 The Transaction was approved on a Board of Directors Meeting held on September 2, 2008.

3.2 As per Article 256, items I and II and paragraph 1st of the Brazilian Law on Corporations, the Transaction shall be submitted to the ratification of the shareholders of the Company on a Extraordinary General Meeting, which shall be held, on first calling, on October 15, 2008 at 11 a.m.

3.3. Seeing as the shares issued by the Company meet the liquidity and dispersion criteria set forth by item II of Article 137 of the Brazilian Law on Corporations, its dissenting shareholders shall not be granted withdrawal rights as per Article 256, paragraph 2 of the aforementioned law. 3.4 The transaction was presented, on April 1st, 2008 to the Administrative Economic Defense Council, as well as to other antitrust defense organs, being, at the present date, under analysis of the Economic Monitoring Secretariat of the Ministry of Finance.

The Transaction represents a very important step on the consolidation of the Company’s business on the retail sector of Brazil, in harmony with its growth and shareholder value strategies.

(16)

16

Summary of the Transaction

Certain statements in this presentation constitute forecasts involving risks, uncertainties and other factors which can imply material differences with future levels of activity, results and performance. This presentation and the information contained herein includes the outlook for economic

performance as well as market factors, sector demand and other aspects which may not become a reality.

Acquisition of 100% of União de Lojas Leader S.A. and

50% of Leader S.A. Administradora de Cartões de Crédito

(17)

17

Index

1. Highlights of the Investment ... 18

2. Strengths of the Acquired Operation (Leader) ... 19

3. Leader Overview ... 20

4. Complementary Operations …... 27

5. Price & Multiples Comparison ... 28

6. Additional Sources of Value…... 29

7. Combined Operation (Renner + Leader) ... 32

8. Brazilian Market Overview …………... 37

(18)

18

Highlights of the Investment (Renner + Leader)

Synergies will be captured as a result of merging the corporate areas as well as combining administrative and commercial activities. Economies of scale will result of merged operations.

Synergies & scale

Leader is focused on the low income market which has been reporting strong growth in potential customers, who, with economic stability, have seen notable improvements in income and access to credit.

Income classes upgrading

Low degree of customer overlap (approximately 30%). In some cases, Renner and Leader may operate in the same malls, with Renner focusing on the A- / B / C+ social groups and Leader on the C / D classes.

Complementary nature

Using the Leader format, Lojas Renner will have greater growth opportunities through the penetration of those malls focusing on lower income customers and stand-alone street stores.

New markets

The two retailers together will have more than 15.6 million users of proprietary store cards, representing one of the largest private label card base in Brazil (as at Dec. 2007).

Larger card base

Through the Leader transaction, Renner will be able to better evaluate the operation of a financial services business run as a joint venture with a financial institution.

Joint-venture

Leader will add value to Renner despite diluting margins and EPS in the initial years of operation.

Accretive transaction

Opportunity for an exchange of expertise across the broadest spectrum of the operation.

Best practices

Lojas Renner will add value and agility to Leader’s operations through the support and expertise it can provide to the retail operation, information technology, store expansion and the inauguration of new units.

Strong support

Combined sales of R$ 3.1 billion in 2007, ranking the two groups together as the second largest apparel retailer in Brazil. The two chains together currently have 141 stores in operation throughout Brazil.

(19)

19

Profitable operations but with opportunities for improvement.

Operational improvements

The Leader brand name is widely recognized and well accepted in the markets where the company operates today.

Strong brand name

Leader will serve as a new growth platform for Lojas Renner, with the potential of becoming a nationwide store chain, similar to Renner.

Growth

Leader operates with smaller layouts and in stand-alone street stores, an experience which Renner can leverage to its advantage.

Store profile

Leader has the potential to expand through malls focused on middle and lower income customers based in downtown city areas and in small towns.

New markets

Professional management with quality of execution and expertise, both recognized in the apparel and financial segments.

Management

In the consumer finance business, Leader offers more financial products than Renner does and has excellent acceptance among lower income groups.

Financial services

With expertise in the development and production of goods for lower income groups.

Managerial workforce

Highly dispersed market with regional competitors without Leader’s bargaining power in their purchasing activities and in their capacity to provide credit.

Competition

(20)

20 38 stores 01 distribution center MT MS GO DF RS SC PR SP ES MG PE CE BA SE RN PB PI TO MA PA AP RR AM AC RO AL 30 Rio de Janeiro 01 Sergipe 03 Minas Gerais

Leader Overview (2007)

Stores Location

(Dec.07)

Selling Area

Product Mix

(Dec.07)

Operating Margins

Total Selling Area: 56.7 thousand m2

Average Selling Area: 1.5 thousand m2 per store

Gross Sales Growth: +20.8%

Same Store Sales (Gross Sales): +7.2%

Store Productivity

Gross Margin: 38.7%

Operating Expenses per Net Sales: 35.2% EBITDA Margin: 8.7% Apparel, Shoes and Accessories 69% Toys 8% Home Utilities 8%

Bed & Bath 10%

Complements 5%

Working Capital

Accounts Receivable: 60 days Accounts Payable: 91days Inventories: 53 days

Returns

ROIC: 25.7% (NOPAT/ Invested Operating Capital) ROE: 26.8% (Net Income/ Shareholders’ Equity)

01 Alagoas

02 Espírito Santo 01 Pernambuco

Net Sales per m2: R$ 10.7 thousand

Net Sales per Store: R$ 15.7 million

Net Sales per Employee: R$ 154.6 thousand RJ

(21)

21

Leader (Card) Adm. de Cartões de Crédito Overview (2007)

Leader Card & Average Ticket

Financial Services Offered (JV with Bradesco)

Payment Options

Financial Services Profitability

Number of Cards Issued: 3.6 million units Active Customers: 40%

Average Ticket: R$ 100.00

Card Penetration over Total Sales: 66%

Leader Card (interest-free) 36% Leader Card (interest-bearing) 28% Leader Card (revolving) 2% Cash 18%

Other Credit Cards 16%

• Interest-bearing sales • Personal Loans

• Co-branded Card (Visa) • Revolving Credit

• Insurances

• Dental Care Plans

• Capitalization Bonds (Annuities)

(1) Operating Results before revenues generated from cash investments and depreciations (2) Data regarding 100% of the credit business and % of EBITDA considering only the 50% stake

Financial Services Result

R$ MM 2006 2007

Revenues from Financial Services 67.5 110.4 Credit Losses, Net of Recoveries (24.7) (36.8) Operating Expenses (SG&A) (31.0) (40.6) Financial Services EBITDA(1) 11.8 33.0

% of EBITDA (2) nd 37.4%

Credit Portfolio 199.1 313.5 Shareholders' Equity 13.1 29.2

Losses as a Percentage of Credit Portfolio 12.4% 11.7% Oper. Result as a Percentage of Credit Portfolio 5.9% 10.5%

(22)

22

Leader – Financials

União de Lojas Leader S.A. (100%) + Leader S.A. Adm. de Cartões de Crédito (50%)

(1) Reclassified data as per Renner’s accounting standards; non-recurring expenses were excluded; adjustments based on audited figures

(2) Data contemplates pro-forma adjustments regarding the spin-off of Leader Imóveis (real state) and Leader Fabril (manufacturing) and the Advancement for Future Capital Increase

Results and Main Indicators 2007 (1)

R$ MM

Gorss Sales 697.0 Taxes on Sales (192.7)

Net Sales 504.3

Cost of Goods Sold (308.9) Operating Expenses (SG&A) (177.4) Other Operating Revenues 9.6 Financial Services Results

(50% EBITDA Leader Adm. de Cartões) 16.5

EBITDA 44.1

Gross Sales Growth - Total 20.8% Gross Sales Growth - Comparable Stores 7.2%

Gross Margin 38.7%

SG&A/ Net Sales 35.2%

EBITDA Margin 8.7%

Financial Services as a % of EBITDA 37.4%

Balance Sheet 2007 (2)

R$ MM

Cash & Cash Equivalent 41.2 Accounts Receivable 120.6 Inventories 50.2 Other Assets 28.5 Investments (Leader Card) 14.6 Fixed and Difered Assets 89.0

Total do Ativo 344.1

Supplyers 119.4 Long Term Loans and Financing 26.5 Taxes & Contributions Payable 53.4 Other Accounts Payable 36.5 Provision for Contingencies 20.9 Shareholders' Equity 87.4

Total Liabilities 344.1

Net Cash 14.7

(23)

23

Leader Timeline

At the beginning of the year of 2006 Alvarez & Marsal advisors were hired to lead the operational turnaround and the management profissionalization processes. Leader began to expand to other Brazilian states with the unveiling of stores in the states of Espirito Santo, Minas Gerais, Pernambuco, Bahia and Sergipe.

2006

In 2005, Leader’s shareholders signed a joint venture with Banco Bradesco for operating the company’s financial services business.

2005

In 1970, União de Lojas Leader Ltda. was constituted under the trade name of Leader Magazine.

1970

With each passing decade, Leader proceeded to increase its penetration as a chain store. The partners saw that to adapt to changing circumstances, there was a need to invest and grow taking advantage of their own capacity to overcome challenges.

1980

In 1995, the company engaged the services of the consultant, Renato Benrhoeff, a professional specialized in consultancy for family-owned companies seeking to establish goals and procedures for their future development. Again in 1995, Leader unveiled the São Gonçalo Administrative and the Merchandise Distribution centers, both built at a 17,000 m² site already owned by the company.

1995

As a result, in the late eighties and early nineties, the company began to modernize the department store network, passing on to the customers the advantages obtained from suppliers, operating with large volumes, rapid turnover, low operational costs and self-service. And Leader began to reinvent itself on a daily basis. In 1991, it initiated an expansion in the city of Rio de Janeiro.

1990

In order to improve logistics, the Distribution Center was moved to Avenida Presidente Dutra, an area within easy access to all the stores in the network. During the year, the Leader Card operation was launched.

2002

In early 2003, Leader innovated by adding a new department to its business, the home appliance department, first installed at the Vila Velha unit, its first store outside the state of Rio de Janeiro, in the state of Espírito Santo.

2003

Process of acquisition by Lojas Renner.

2008

In 1966, with three stores already operating in the interior of the state of Rio de Janeiro, Leader established a foothold in downtown Niterói with stand-alone stores in Rua Aurelino Leal (recently closed) and Rua Visconde de Uruguai.

(24)

24

Leader (retail) Management

Executive Chairman, 37 – He has been Executive Chairman of União de Lojas Leader S.A. since 2005 and is a member of the Board of Directors of Leader Adm. de Cartões de Crédito. Mr. Macedo’s area of expertise is in the retail and financial institution segments, with substantial experience in the management of family businesses, implementation of corporate governance practices and accountability, expansion, changes in controlling shareholders, financial restructuring and mergers & acquisitions. In addition, he also has a solid knowledge and experience in the financial, accounting and budgetary areas acquired as a result of holding many positions until becoming Financial Superintendent of the Fininvest Group until 1999, as well as Director-General of Leader Card between 2001 and 2005. Mr. Macedo graduated in Accounting and Auditing from the Fluminense Federal University. He has a MBA from the COPPEAD Institute of the Federal University of Rio de Janeiro.

Rogério Gabriel de Macedo

Operations Officer, 42 – He has been Operations Officer of Leader S.A. since 2007, having held the position of Organizational Development Officer in the same company between 2006 and 2007. Mr. Borges has a proven track record in the areas of Commercial Operations, Human Resources, Information Technology and Quality. He has worked in environments characterized by major changes provoked by processes of mergers and acquisitions, changes in senior management, the closing down of operations and the professionalization of management. Mr. Borges worked at Cervejarias Kaiser S.A. between 1998 and 2005 in various positions until his appointment as Leader’s Organizational Development Officer. Mr. Borges graduated as a Technician in Executive Formation from FMA, Jacareí. He has an Executive MBA in Business Management from the Getúlio Vargas Foundation - EPGE.

Fernando César Borges

Organizational Development Officer, 40 – He has been Organizational Development Officer (Human Resources, HR, In-house Communication & Social Responsibility, Information Technology and Processes) since 2007. Mr. Cruz has more than 20 years experience in the definition and implementation of HR policies, systems and processes, leadership training, compensation policies and development of the organizational culture. Mr. Cruz has held posts in leading companies such as Brasilit (1986-1990), Mangotex (1990-1997), Duur Brasil (1997-1998), Editora O Dia (1998-2003), Gerdau S.A. (2003-2005) and Intelig (2005-2007). He graduated in Psychology and has an Executive MBA from the COPPEAD Institute of the Federal University of Rio de Janeiro and a postgraduate degree in Social and Work Psychology Methods.

(25)

25

Risk and Administrative Officer, 44 – Was hired by Leader in 2004 to be in charge of the managerial and administrative roles in the companies that integrate Leader’s Group. In 2005 she assumed as a statutory officer. Mrs. Araújo started as Junior Financial Analyst at Fininvest (1986) and worked in the Financial Planning, Budget, Cost Control, Projects and in the Risk & Procedures departments between 1986 and 2003. Mrs. Araújo also worked as an advisor in the retail industry in 2003 and 2004 at Partners Consultores. She has a degree in Economics from Cândido Mendes University (1986) and has a post degree in Finance from Fundação Getúlio Vargas - FGV (1988) and in Retail Strategic Management from PROVAR (2004/2005).

Gisele Antunes de Araújo

General Officer, 41 – He has been General Officer of Leader Adm. de Cartões de Crédito since 2006. Mr. Valente has solid experience in the management and development of commercial relationships and a strong capability in marketing analysis directed at identifying external and internal opportunities for generating revenue and increasing results, as well as nine years experience in the the personal credit market with a focus on the commercial and risk areas. Mr. Valente held the posts of Regional Sales Manager at Fininvest between 1994 and 2000, Corporate Market Manager at Telemar between 2000 and 2002 and General Manager for Sales at TLX Contax S.A. between 2002 and 2006. He graduated in Business Management from the Faculdade Cândido Mendes. He has a postgraduate degree in Services from the COPPEAD Institute of the Federal University of Rio de Janeiro and in Business Management from IBMEC.

Paulo Alessandro Dias Monteiro Valente

(26)

26

Strategic Market Positioning

Market Positioning of the Main Apparel Retailers

Source: Credit Suisse and Lojas Renner estimates

Fashion P ri c e 0% 20% 40% 60% 80% 100% 120% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% Informal Market C&A Supermarkets Zara RENNER Riachuelo LEADER Marisa

(27)

27

Complementary Operations

Social Classes Distribution in Brazil (2006 to 2008)

(% of total urban population)

5% 5% 28% 46% 21% 24% 39% 32% 2006 2008

Renner Target

Leader Target

Source: Target

Note: Percentage calculated over a total urban population of 154.0 million people in 2006 and 156.0 million in 2008. Income is considered on a monthly basis for households.

22% of consumption Income > R$8,930 45% of consumption Income R$2,470 to R$8,930 6% of consumption Income under R$ 912 27% of consumption Income R$912 to R$2,470

From 37.0 to 44.3 million people

From 60.6 to 71.3 million people

From 48.7 to 33.2 million people From 7.7 to 7.2 million people

D and E classes C class

B class A class

(28)

28

Price & Multiples Comparison

Acquisition Value

Equity Value:

R$ 670 million

Net Debt

(1)

:

R$ 74 million

Firm Value:

R$ 744 million

Retained Value: R$ 230 million

R$ 144 million adjusted by LREN performance (or the minimum of CDI)

R$ 86 million adjusted by CDI

(1) Net Debt was calculated based on June, 2008 balance sheet

Multiples comparison from Lehman Brothers as of August, 2008 and Leader data based on manegerial information presented by company management Peers Brazil include Renner, Americanas, Marisa and Guararapes

Peers LATAM include Grupo Famsa, Falabella, La Polar, Ripley, Cencosud and Liverpool Global Peers include Inditex and Hennes & Mauritz

Multiples - Last 12 Months

Base June, 2008 EV/EBITDA P/E EV/Sales

Lojas Renner 11.7x 21.8x 1.8x

Peers Brazil 9.7x 27.9x 1.5x

Peers LATAM 10.7x 19.8x 1.3x

Global Peers 10.0x 16.3x 2.4x

(29)

29

Sources to Add Value

Store Openings

Gross Margin Improvements

Reduction of Expenses (synergies)

Leader Card Earn Out

Sources of Value R$ 486 - 598 million

Value Added (NPV)

(1) Value estimated as per Lehman Brothers’ valuation report (2) This amount was not considered as a value source

Sources to Add Value (NPV)

Goodwill Tax Benefit

(2)

R$ 100 - 104 million

Equity Value

(1)

R$ 607 - 710 million

(+) Sources of Value

R$ 486 - 598 million

(=) Added Value

R$ 423 - 638 million

(=) Added Value per Share

R$ 3.48 - 5.25

(=) Potential Business Value

R$ 1,093 – 1,308 million

(30)

30

New Growth Platform (Leader)

Number of Stores Evolution

Selling Area Evolution

(Thousand m2)

2008 to 2017 figures are merely Company’s estimates Selling area growth based on the current average store size

151 91 79 67 55 44 38 30

2006 2007 2008e 2009e 2010e 2011e 2012e 2017e

227 137 119 101 83 66 57 42

(31)

31

Expected Operating Improvements (Leader)

Gross Profit & Gross Margin

(R$ MM)

EBITDA & EBITDA

1

Margin

(R$ MM)

2007 data is audited while 2012 is merely based on the Company’s estimates

Information presented here is based on Renner and Lehman Brothers estimates and can be changed when the new operation business plan is executed

1Retailing operation EBITDA (Leader retail) plus 50% stake on financial services business (Leader Adm. de Cartões de Crédito)

Net Sales

(R$ MM)

Operating Expenses

(R$ MM and SG&A as a % of Net Sales)

504 1,675 2007 2012e 698 195 38.7% 41.6% 2007 2012e 177 580 35.2% 34.6% 2007 2012e 44 216 12.9% 8.7% 2007 2012e

(32)

32

Combined Operation (Renner + Leader)

Gross Revenues from Merchandise Sales

(R$ billion in 2007)

R$ 3.1 billion

Private Label Cardholders

(Millions in 2007)

Source: Companies websites and Lojas Renner estimates

16.0

13.1

12.0

9.7

3.6

C&A Riachuelo Renner Marisa Leader

R$ 15.6 million

0.7 1.7 2.3 2.4 3.8
(33)

33

Lojas Renner S.A. (100%) + União de Lojas Leader S.A. (100%) + Leader S.A. Adm. de Cartões de Crédito (50%)

December 31st, 2007

Combined Operation (Renner + Leader)

2007 INCOME STATEMENT

R$ MM Renner Leader Combined

Net Sales 1,751.7 100% 504.3 100% 2,256.0 100%

Cost of Goods Sold (941.5) (308.9) (1,250.4)

Gross Profit 810.2 46.2% 195.4 38.7% 1,005.6 44.6%

Operating Expenses (593.7) -33.9% (177.4) -35.2% (771.1) -34.2% Financial Services Result 49.9 16.5 66.4

Other Operating Results 19.6 9.6 29.2

EBITDA 286.0 16.3% 44.1 8.7% 330.1 14.6%

Gross Sales Growth 21.9% 20.8% 21.7%

Same Store Sales Growth (Gross Sales) 8.5% 7.2% 8.2%

(34)

34

Renner Financial Leverage

Financial result calculated based on a Debentures issuance estimated on current costs (CDI+2%)

Source: Lehman Brothers data based on the median of diverse peer companies. Renner data is calculated on combined EBITDA (Renner+Leader). Brazil peers include Guararapes, Marisa, Americanas, Globex, CBD and B2W.

LATAM peers include Ripley, Falabella, La Polar, Cencosud, D&S, Grupo Famsa and El Puerto de Liverpool.

Financial Result, Net - December, 2007

(R$ MM) Before After

Financial Income 18.8 18.8

Financial Expenses (18.3) (115.1)

Cost of Financing Delinquent Custmers, Net (14.5) (14.5)

Total (14.0) (110.8)

Indebtedness - December, 2007

(R$ MM) Before After

Cash & Cash Equivalents 296.4 296.4 Total Loans and Financing (121.5) (791.5)

Short Term Loans and Financing (121.5) (121.5) Long Term Loans and Financing - (670.0)

Total 174.9 (495.1) Financial Leverage December, 2007 Lojas Renner Peers Brazil Peers LATAM

EBITDA / Interest Expenses 3.4 1.8 7.0

Net Debt / EBITDA 1.6 1.5 3.3

(35)

35

Initial Corporate Structure

Lojas Renner S.A. LREN3 100% 100% Dromegon Participações Ltda. 100% 100% Leader Participações S.A. União de Lojas Leader S.A. Leader S.A. Adm. de Cartões de Crédito 100% 50%

(JV with Banco Bradesco)

Cia Leader de Prom. de Vendas 100% Renner Empreendimentos LR Investimentos 100% Renner Adm. de Cartões de Crédito

(36)

36

Lojas Renner S.A.’s Management Evaluation

Acquisition Rationale

Strategic Argument

New growth platform

• Major potential for operational improvements

• Expertise in working with low income groups

• Operational synergies between the two businesses

• Increased economies of scale

High potential to add value for shareholders

Leader has a small customer overlap with Renner and for this reason Management understands that the acquisition should create additional value for Renner’s shareholders through the development of business in the low-income market, which has been reporting steady growth in potential customers, who, since the economic stability, have seen notable improvements in income and access to credit.

Leader is a well-positioned regional chain store with a strong brand name, which may, over the medium to long-term, become a department store chain with a nationwide footprint.

Management believes that within a few years the combined business models (Renner and Leader) could result in the merged companies becoming the largest apparel retailing network on the Brazilian market, assuming a position of leadership.

(37)

37

(38)

38

Brazilian Macroeconomic Scenario

GDP

(%)

Inflation

(IPCA - %)

Interest Rates

(SELIC year end - %)

Unemployment Rate

(%)

Families Consumption

(%)

Source: Tendências and UBS Pactual (PIB)

4.0% 4.0% 4.8% 3.8% 5.7% 2.7% 4.3%

2000 2002 2004 2006 2008e 2010e 2012e

6.0 12.5 7.6 3.1 6.3 4.4 3.8

2000 2002 2004 2006 2008e 2010e 2012e

9.5 12.5 14.8 13.3 17.8 25.0 15.8

2000 2002 2004 2006 2008e 2010e 2012e

12.3 11.5 9.8 10.0 9.3 8.8 8.5 2003 2004 2005 2006 2007 2008e 2009e 5.8 7.0 6.1 4.6 4.5 3.8 -0.7 2003 2004 2005 2006 2007 2008e 2009e

(39)

39

Consumer Market

Housing

13.4%

Brazilian Families Expenses Breakdown

(% of monthly budget) Nutrition 23.9% Transportation 12.6% Apparel 6.4%

Utilities & others

10.2%

Source: Revista Exame

The items above total 66.5%. The remaining 33.5% refers to personal care (5.2%), leisure (4.3%), education (3.8%), health (7.0%) and other expenses.

New Customers Entering the Brazilian Market

New customers Customers 14 14 60 46 60 1967 2007 2015e 14 MM 60 MM 120 MM Customers are individuals with income superior to

(40)

40

Strong Potential to Explore Financial Services

Banking Accounts Penetration

Retail Homogenous Penetration

Brazilian Population: 189.1MM Economically Active: 94.6 MM Credit sophisticated Credit unsophisticated U n b a n k e d 6 6 .2 M M B a n k e d 2 8 .4 M M Best Clients 28.4 MM Potential Clients 75.6 MM E m p lo y e d (F + I) 7 5 .6 M M Space for retail credit U n e m p lo y e d 1 9 .0 M M

D + E

A

B

C

R

E

T

A

IL

Banks Financial Institutions Bank Repres.

Source: IBGE, FEBRABAN, Lojas Renner estimates and Revista Exame

C and D classes have higher utilization of financial services offered by retailers in order to satisfy

(41)

41

Source: Brazilian Central Bank and IDV

Personal Loans Evolution in Brazil

(R$ MM)

Delinquency Rate of Individuals

(%)

Personal Loans Delinquency Rate Total Delinquency Rate

Credit Concession to Individuals Delinquency Rate (annual rate)

29,879 42,817 62,786 78,985 99,884 7.9% 6.5% 5.7% 6.4% 5.5% 2003 2004 2005 2006 2007 7.4 6.9 7.1 7.0 7.0 7.2 7.1 7.0 7.3 7.6 7.6 7.5 5.1 5.1 5.2 5.3 5.3 5.4 5.5 5.4 5.7 6.2 6.1 6.3 Au g-06 Oct -06 De c-06 Fe b-07 Apr-0 7 Ju n-07 Au g-07 Oct -07 De c-07 Fe b-08 Apr-0 8 Ju n-08

(42)

42

(43)

43

Leader – Income Statement

União de Lojas Leader S.A. (100%) + Leader S.A. Adm. de Cartões de Crédito (50%)

(1) Audited data

(2) Data reclassified as per Renner’s accounting standards

INCOME STATEMENT 2007 (1) 2007 (2) R$ MM (audited) (reclassified) Net Sales 533.5 504.3 Gross Profit 206.0 195.4 Operating Expenses (189.3) (177.4) Personnel (79.1) (75.6) Administrative (92.3) (96.2) Provisions for Contingencies (17.9) (5.6)

Other Operating (Expenses) Revenues (3.2) 9.6

Financial Services Results (50% of Leader Adm. de Cartões EBITDA) 16.5 16.5

EBITDA 30.0 44.1

Financial Results 15.6 6.6 Non-recurring Revenues (Expenses) - (8.1) Depreciation and Amortization (12.5) (12.5) Non-Operating Results 0.9 0.9

Income before Taxes and Participations 34.0 31.0

Income Tax & Social Contribution (9.0) (9.0) Employees Profit Sharing (3.0)

(44)

44

Leader – Balance Sheet

União de Lojas Leader S.A. (100%) + Leader S.A. Adm. de Cartões de Crédito (50%)

(1) Audited data

(2) Data contemplates pro-forma adjustments regarding the spin-off of Leader Imóveis (real state) and Leader Fabril (manufacturing) and the Advance for Future Capital Increase

BALANCE SHEET 2007 (1) 2007 (2)

R$ MM (audited) (pro-forma)

Current Assets 227.2 227.2

Cash & Cash Equivalents 18.4 18.4 Bank Investments 22.8 22.8 Accounts Receivable 120.6 120.6 Inventories 50.2 50.2 Other Accounts Receivable 15.2 15.2

Long Term Asstes 13.3 13.3

Permanent Assets 146.1 103.6

Investments 56.7 14.6 Property, Plants & Equipment, Net 79.6 79.2 Intangible, Net 9.8 9.8

Total Assets 386.6 344.1

Current Liabilities 201.0 201.0

Loans and Financing 1.1 1.1 Accounts Payable 134.1 119.4 Taxes and Contributions Payable 44.0 44.0 Other Accounts Payable 21.8 36.5

Long Term Liabilities 95.7 55.7

Loans and Financing 25.4 25.4 Taxes and Contributions Payable 9.4 9.4 Provisions for Contingencies 20.9 20.9 Advance for Future Capital Increase 40.0

Shareholders' Equity 89.9 87.4

(45)

45

Leader – Income Statement

União de Lojas Leader S.A. (100%) + Leader Adm. de Cartões de Crédito (50%)

(1) Data reclassified as per Renner’s accounting standards

INCOME STATEMENT (1) 1H07 1H08 R$ MM Net Sales 194.9 237.4 Gross Profit 76.0 88.9 Operating Expenses (83.6) (102.3) Personnel (31.7) (35.9) Administrative (49.5) (64.4) Provisions for Contingencies (2.4) (2.0)

Other Operating Revenues (Expenses) 4.6 9.8

Financial Services Result (50% of Leader Adm. de Cartões EBITDA) 6.2 6.3

EBITDA 3.2 2.7

Financial Result 2.8 (2.1) Non-recurring Revenues (Expenses) 1.6 (2.6) Depreciation and Amortization (5.9) (8.0)

Income Before Taxes and Participations 1.7 (10.0)

Income Tax and Social Contributions (1.3) (0.8)

(46)

46

Leader – Balance Sheet

União de Lojas Leader S.A. (100%) + Leader S.A. Adm. de Cartões de Crédito (50%)

(1) Data reclassified as per Renner’s accounting standards

BALANCE SHEET (1) 1H07 1H08

R$ MM

Current Assets 178.1 197.5

Cash & Cash Equivalents 5.9 6.9 Bank Investments 32.8 8.7 Accounts Receivable 71.1 91.7 Inventories 52.8 58.0 Other Accounts Receivable 15.5 32.2

Long Term Asstes 6.2 7.9

Permanent Assets 62.8 108.5

Investments 11.4 19.4 Property, Plants & Equipment, Net 50.0 87.4 Intangible, Net 1.4 1.7

Total Assets 247.1 313.9

Current Liabilities 137.2 173.5

Loans and Financing 18.4 34.5 Accounts Payable 72.7 79.8 Taxes and Contributions Payable 14.8 34.3 Other Accounts Payable 31.3 24.9

Long Term Liabilities 34.9 65.5

Loans and Financing 21.7 40.0 Taxes and Contributions Payable 3.7 2.5 Provisions for Contingencies 9.5 23.0

Shareholders' Equity 75.0 74.9

(47)

47

Lojas Renner S.A. (100%) + União de Lojas Leader S.A. (100%) + Leader S.A. Adm. de Cartões de Crédito (50%)

June 30th, 2008

Combined Operation (Renner + Leader)

DRE R$ MM Renner 1H08 Leader 1H08 Combinado 1H08 Net Sales 893.6 100% 237.4 100% 1,131.0 100%

Cost of Goods Sold (467.7) (148.5) (616.2)

Gross Profit 425.9 47.7% 88.9 37.4% 514.8 45.5%

Operating Expenses (324.1) -36.3% (102.3) -43.1% (426.4) -37.7% Financial Services Result 34.5 6.3 40.8

Other Operating Results 6.2 9.8 16.0

EBITDA 142.5 16.0% 2.7 1.1% 145.2 12.8%

Gross Sales Growth 19.1% 21.8% 19.7%

Same Store Sales (Gross Sales) 7.1% 4.6% 6.6%

Financial Service as a % of EBITDA 24.2% - 28.1%

(48)

48

FORM OF PROXY

PROCURAÇÃO POWER OF ATTORNEY

[ACIONISTA], [QUALIFICAÇÃO] (“Outorgante”), nomeia e constitui como seu

procurador o Sr. [NOME], [NACIONALIDADE], [ESTADO CIVIL], [PROFISSÃO], com Carteira de Identidade RG nº [•], inscrito no CPF/MF sob o nº [•], residente e domiciliado na cidade de [•], estado de [•], na Rua [•], [NÚMERO], para representar a Outorgante, na qualidade de acionista da Lojas Renner S.A., (“Companhia”), nas Assembléia Geral Extraordinária da Companhia, a ser realizada em primeira convocação no dia 15 de outubro de 2008, às 11h, e se necessário em segunda convocação em data a ser informada oportunamente, na sede social da Companhia localizada na Avenida Assis Brasil, nº 944, Passo D’Areia, cidade de Porto Alegre, estado do Rio Grande do Sul, podendo examinar, discutir e votar em nome da Outorgante, em conformidade com as orientações estabelecidas abaixo, acerca das seguintes matérias constantes da Ordem do Dia:

[SHAREHOLDER], [IDENTIFICATION], (“Grantor”) hereby appoints and constitutes Mr. [NAME], [CITIZENSHIP], [MARITAL STATUS], [PROFESSION] with Identity Card N. [•], enrolled with CPF/MF under N. [•], resident and domiciled in the City of [•], State of [•], at [ADDRESS], to represent Grantor, in its capacity as shareholder of Lojas Renner S.A.

(“Corporation”), in the Corporation’s Extraordinary General Meeting to be held on first call on October 15, 2008, at 11 a.m., and if necessary on second call on a date to be duly informed, at the Corporation’s headquarters located at Avenida Assis Brasil, N. 944, Passo D’Areia, City of Porto Alegre, State of Rio Grande do Sul, to exam, discuss and vote on behalf of Grantor, in accordance with the voting instructions established below, concerning the following Agenda:

Ordem do Dia: Agenda:

Ratificação da operação de aquisição do controle acionário de Leader Participações S.A. (“Operação”), de acordo com o disposto no Artigo 256, § 1º, da Lei das Sociedades por Ações (Lei 6.404/76, conforme alterada).

Ratification of the takeover transaction of Leader Participações S.A. (“Transaction”) in accordance with the set forth by Article 256, paragraph 1st of the Brazilian Law on Corporations (Law N. 6.404/76, as amended).

A favor( ) Contra( ) Abstenção( ) In favour ( ) Against ( ) Abstain ( )

Para os fins da outorga deste mandato, o procurador terá poderes limitados ao comparecimento à Assembléia Geral Extraordinária e ao lançamento de voto em conformidade com as orientações de voto acima manifestadas, não tendo direito nem obrigação de tomar quaisquer outras medidas que não sejam necessárias ao cumprimento deste mandato. O procurador fica autorizado a se

For purposes of this power-of-attorney, the attorney-in-fact shall only have limited powers to attend the Extraordinary General Meeting and to vote in accordance with the voting instructions given above. The attorney-in-fact shall not have the right or the obligation to take any other measures, except those necessary for compliance with the terms of this power-of-attorney. The attorney-in-fact is hereby authorized to abstain

(49)

49 abster em qualquer deliberação ou assunto para o

qual não tenha recebido, a seu critério, orientações de voto suficientemente específicas.

from voting in any resolution or matter that, at its own discretion, he/she has not received duly specified voting instruction.

O presente instrumento de mandato tem prazo de validade de 2 (dois) meses, a partir da presente data.

This present power-of-attorney shall be valid for a term of 2 (two) months, as from the date hereof.

[Cidade], [dia] de [mês] de [2008] / [Month], [date] 2008.

_______________________________________

Outorgante/Grantor

Por/By: (assinatura autenticada/notarized signature) Cargo/Title:

(50)

50

DOCUMENTS AND REALATED LINKS

- www.lojasrenner.com.br/ri: Corporation’s information.

- www.bovespa.com.br: Novo Mercado Listing Regulation.

References

Related documents

Marie Laure Suites (Self Catering) Self Catering 14 Mr. Richard Naya Mahe Belombre 2516591 info@marielauresuites.com 61 Metcalfe Villas Self Catering 6 Ms Loulou Metcalfe

The corona radiata consists of one or more layers of follicular cells that surround the zona pellucida, the polar body, and the secondary oocyte.. The corona radiata is dispersed

Proprietary Schools are referred to as those classified nonpublic, which sell or offer for sale mostly post- secondary instruction which leads to an occupation..

4.1 The Select Committee is asked to consider the proposed development of the Customer Service Function, the recommended service delivery option and the investment required8. It

• Follow up with your employer each reporting period to ensure your hours are reported on a regular basis?. • Discuss your progress with

Currently, National Instruments leads the 5G Test & Measurement market, being “responsible for making the hardware and software for testing and measuring … 5G, … carrier

More worrisome is the possibility of non-random migration, which is not a real concern with our mortality results (given we measure outcomes at ages 5-9, just a few years after

Using text mining of first-opinion electronic medical records from seven veterinary practices around the UK, Kaplan-Meier and Cox proportional hazard modelling, we were able to