Sendas Distribuidora S.A. (ASAI3) Earnings Call Transcript & Summary

Good morning, and thank you for waiting. Welcome to the webinar on the proposal for management for the General Ordinary Shareholders' Meeting taking place on the 25th of April 2025. If you need some additional information, we have this available on the platform. [Operator Instructions] We would like to let you know that this earnings call is being recorded and will be provided on the company's website, ir.assai.com.br. [Operator Instructions] Now I'll pass on the floor to Gabrielle Helu, the Investor Relations Director at Assai.

Hello. Good morning, everyone, and thank you for participating in this webinar. The objective today is to discuss the management's presentation for the General Shareholders' Meeting so please avoid submitting questions about other topics that are not related to this. So please -- this webinar will be presented by the Chair, Mr. Oscar De Bernardes. And we also have the committee coordinators, Corporate Governance, Sustainability, Julio Queiroz; and People, Culture and Compensation; Leila Loria; and also the Investments Committee with Leonardo Pereira; as well as Tamara Nahuz, our Director for Corporate Governance. We also have other members of the Board and of our management represented by our financial -- our VP of Finances and Investor Relations, Vitor Faga. Now I'll pass on the floor to Oscar to give the presentation.

Well, good morning, everyone. Pleasure to have this consensus with this, and we're going to try to be as objective as possible to have plenty of time for Q&A. And one thing that this Board intended to do and has been doing in a more intense manner is really speaking with you, shareholders. At the time when Belmiro presented -- prepared the company for the first cycle of initiatives towards becoming a corporation, at the time, there were 20% of the shareholder base consulted. And after when we worked on this Board with you guys to consider the compensation proposal, we had an initial round and we spoke to 30% of our shareholder base. Then in December and April, as we prepared for the round of decisions, we spoke with 44% of the shareholder base. And more recently, we've spoken with 57% of the whole shareholder base. Unfortunately, we can't speak with everyone, but we have tried to speak with everyone that represent some relevant share stake in the company and also those who contacted us wanting to talk about this. Next, so what are we proposing for this Ordinary General Shareholder Meeting? Well, the most relevant topics are the reduction of the amount of Board members from 9 to 7. We are talking and you also see that the changes are also -- we also have the establishment of the global compensation limit without any major changes. Then at the General Extraordinary Shareholders' Meeting, we're proposing some changes in the poison pill. And this is also a proposal that was initiated by shareholders and other initiatives and so also adjusting and adapting to new business lines that the company is considering to invest in. So let's hop into the agenda here, and I'll pass the floor on to Julio as we start talking about the assessment of the Board and our recommendations.

Thank you, Oscar. Well, good morning, everyone. I'm going to briefly present the in-depth work that the Committee for Governance Sustainability has been working on the [indiscernible] of the assessment. This process was done by specialized consultancy firms. We have 2 big phases. The first phase and the scope was really broad with the diagnosis of the practices in the Board and analysis of the agendas for each meeting and individual interviews with the Board members and with the main shareholders of the company on the perceptions in regards to governance and the assessment of adherence from members to the different skill sets and prioritization of the necessary skills for the future of the company. So in the second phase, the Board received this study and also some recommendations for improvements such as assessing the adherence of these members towards headquarters, qualification and skills of these members. And we had great internal/external assessments considering the independence of the Board as well as 8 of these Board members that are independent, the level of dedication and commitment of these Board members and the structure and performance of these committees as well as recommendations and these were discussed. And so in the third phase, based on these recommendations and with the support of the consulting firm, the Board discussed this and presented this in-depth discussion with the reduction of the number of members and renewal of a seat to be presented at the General Shareholders' Meeting in 2025 with the structure that will be presented by Oscar. We also had the improvement of the action plan related to strategic planning on behalf of the Board and prioritization of the agenda on critical topics and also this succession. And so the optimization of these contributions, the standardization of these presentations and coordinators to the Board and also the update on the communication plan, as Oscar mentioned, including opportunities for the agenda to engage the Board with investors. And now I'll pass the floor back to Oscar to present the new composition for the Board.

We're proposing the continuation of many members you already know, and Mussnich is formally being elected in the general meeting. He was indicated by the Board when we had the exit of Professor Nelson due to health issues. And so we are also proposing Mussnich as the Vice President of the Chair. And Belmiro, as you all know very well, Eneas, Julio, Leila, and the big news, which is not such news, of course, is Miguel because he's actually been participating in our financial committee and -- about 1.5 years -- for the past 1.5 years, and he's really well known by the company, and it was a name suggested by shareholders and really welcomed by the company and the Board currently. Then the structure of the committees will really depend on decisions of this Board if elected by you, but we also don't expect major changes in the composition of these committees. Thank you. And now I'll pass the floor on to Leila so that she can talk about the compensation agenda a bit.

All right. Good morning, everyone. Thank you once again for being here with us. And we're going to talk about the compensation proposal. So just to highlight initially, we're proposing for 2025 a value that's below what was approved in '24. The actual value in '24 was below what was approved. I'll explain this in the next slide as well. But just to give you an overview, it was -- we approved BRL 61 million for 2024, and we performed BRL 46.7 million. And once again, I'll explain this up ahead and why we're proposing this amount for 2025. We've distributed between the Board and also want to highlight that the Board in the last 2 periods, ever since we performed all of the restructuring for compensation, has an average compensation of 1/3 of what it was in periods that were prior to this. And the main difference is besides the cheaper compensation that we removed and we continue to remove any kind of variable compensation from the Board. And at the management level, we're going to explain that. But also in the fiscal council, since we had an average compensation of the statutory director that was a little higher and the fiscal council is calculated based on the average compensation, that's why there was a slight increase or increment. Well, can we move on to the next slide? So over here, you can see once again, we had a vacancy of a Board member during 3 months with the exit of Professor Nelson and up until Mussnich's arrival. And that's why the amount was a little lower last year than what we had approved with you. And for 2025, we're considering the compensation of the 7 Board members, right? And the average increment this year, considering the inflation, is about 5%. So that remains as the same compensation or the same program we've approved last year. And I want to remind you that there was a huge review, and I'm not sure if you all kept up with that, but there is a revision process in all the compensation process of Assai with variable and fixed compensation, trying to adapt to the best governance practices. And so in the executive management team, we expanded the long-term incentives and the variable compensation, which was a request from the shareholders and the fiscal council was in line with the proposal. We can move on, please. So then getting back, we had approval of BRL 49.8 million, but we only used BRL 35.9 million. And the biggest difference was based on the long-term incentives and the ICP and the short-term incentives. So we always consider the proposal, considering the maximum. And the maximum is if we reach 120% of the targets, then we pay 150% of the base bonus. So we always provision this based on the maximum amount, which was the case in 2024. But in 2024, we paid BRL 106 million instead of BRL 150 million, and that's why it was below. So this value was in the long-term incentive plan. There were some processes that were a lot higher than the stock prices. So there was also a savings approximately of these long-term incentive plans. And so we've reduced the amount of directors and statutory executives from 5 to 4. And we also had a lower provision if you consider that we had funding -- funded shares, the individual shares that were eliminated, but there's still something from the past and the value is also inferior, right? So that's why the value of 2024, which is way below, 28% below what we had approved in 2024. And then for 2025, we can move on. We're going to get back a little bit lower than what we approved last year, considering that we're going to keep the maximum results and indicators. And we always work towards this. It's not always possible, though, but when it comes to the short-term incentive plan, it will be an amount that's a little higher than the proposal for last year, but that's because of the inflation and the executives -- the number of executives, et cetera, and the salaries are all very, very similar. So the proposal for 2025 is 4.5% below what we presented and approved in 2024. Then you consider 5 statutory directors and the maximum achievement of these targets. Okay. We can move on. Then you have the executive partner program, which is going to be discussed here by Leo. We approved this also last year. So I'll pass this on to Leo and he'll be presenting this program. I just want to remind you that the numbers I shared are numbers that are going to be approved in 2025. So we try to make this very clear in the Shareholders' Meeting Manual, which includes also what's going to be presented at the end, and I was going to present this at the end because this amount does not require a new approval. It's already approved for the entire period of this project. So Leo, do you want to hop in, please?

Thank you, Leila. Well, we thought it would be good to talk about the executive partner program because in our vision and the vision of the shareholders, as discussed last year, is a point of major changes. Of course, the possibility of having a framework that's a lot greater so the company can have executives that are engaged and in alignment with the shareholders. As Leila mentioned, this program was already approved in the General Shareholders Meeting for '24 and that considers a single graph. So we're going to demonstrate how if you -- what happens if you join these elements, but we're not talking about an approval necessarily. We're going to say this is a cycle -- a full cycle of 10 years, a vesting of 7 years plus 3 lockup, and it intends to retain the main executives through concessions, which combine restricted shares and performance shares. So this is limited to 2% of the company's shares, and it's also based on an objective goal or target, which is the profits per share. And another thing that's important that this program creates value for the shareholders. So if the executives are going to be compensated in this program, then basically 98% of the amount that's going to -- the value that's going to be created goes to shareholders. So this is a program that really is good for executives, but it's also very good for shareholders. Now we're going to head to provisions. So the provisions performed in 2024 were 55% below estimated. And we have to follow the CTC 10, which considers the expectations for this achievement of the growth -- of the profits per share in this period. And so at this moment, this expectation was at 0.8% versus the 2% as considered in the provision. So 2% would be the maximum. And at that moment, you had to have a provision based on the maximum amount. From the moment when you already see what's going on today in the company at this moment, you can then -- you can already consider the 0.8%, right? And now the provision that was predefined in 2024 is going to be 55% below estimates because of the moment the company is experiencing today. The proposal for 2025, which is also different than '24, is going to consider a provision for the 12 months in the year. And when you consider the proposal in 2024, only consider the period after the approval, which was 8 months. So let's move on to the next slide, please. Here on this slide, we're going to show you a vision of the total value plus the executive partner program. And although this is still not being approved because it was already approved previously, right? We're not approving it today. So the proposal of this program does not integrate these proposals being presented for the compensation of the administrators and management. But what we're mentioning is how this will look so everyone can have an idea of what we're talking about. And even if you add this partner executive program, we'll have a drop of 18% compared to the proposal in 2024. So I would like to now pass on the floor to Tamara so she can present the modifications and edits to the bylaws.

Well, good morning. Just continuing here. We have the main changes proposed for the company's bylaws with an important highlight for the poison pill clause and that considers servicing a request from shareholders in the company where we're including as new triggers for this poison pill some items that used to be considered exceptions before, which are the partnering reorganizations or business combinations and also the incorporation of these shares as well as the private substitution of these. And we're also considering the obligation of performing the cap approval of the acquisition where we have the hypothesis of shareholders considering the shares that come through due to the buyback of shares, reduction of shares, cancellation of shares, the subscription of new shares and capital increases that do not consider all of the subscribed shares. Besides this, we also have to highlight the other changes in the bylaws such as the inclusion of some complementary activities and the reduction of the maximum number of Boards from 9 to 7, as Oscar mentioned a bit earlier, and also greater efficiency of the company. So we have some other updates also, and we can also consider some corporate governance aspects and some recommendations from IBGC. And so when it comes to the modification of our bylaws, that's it. And I'll pass the word back to [ Gabi ].

Okay. Thank you, Tamara. Let's get back to the Q&A now. We haven't received any questions so far. [Operator Instructions] Well, I think we don't have any questions, right? I'll send the floor back to you, Oscar.

I don't know if this is good news or bad news, right, but it seems like the manual was really clear. And this time we even gave you more time to read and think about the manual, right, and the content. So I want to thank you all for your participation. I want to remind you also that should you have any questions later on after the webinar, we're always available, of course, to clarify. So not only through [ Gabi ] and Vitor, but also through the Board. So if we do not have any questions at this moment, we will officially end this session. Thank you so much. Bye-bye. We'll be available. Take care.

The webinar on the management's proposal for the Ordinary General Shareholders' Meeting is officially ended. The Investor Relations department is available to clarify any other questions and issues. Thank you so much for participating, and have an excellent day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]