FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of January, 2024
Brazilian
Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form
40-F
(Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
Companhia Brasileira de Distribuição
CNPJ/MF 47.508.411/0001-56
NIRE 35.300.089.901
Management Proposal and Participation Manual
for the Extraordinary General Meeting to be held, on second call, on January 22, 2024.
São Paulo, January 12, 2024.
TABLE OF CONTENTS
| 1. INTRODUCTION |
3 |
| 2. Shareholder participation |
4 |
| 2.1. Participation In The Meeting Via Electronic System |
4 |
| 2.2. Participation Via Remote Voting Ballot |
6 |
| 3. MANAGEMENT PROPOSAL |
7 |
| I. Increase of the Company’s authorized capital |
7 |
| II. Improvement of the Company’s coroporate purpose |
7 |
| III. Modificafion of the number of Co-Vice Presidents and election of the President and Vice-President of the Board
of Directors |
7 |
| IV. Consolidation of the Company’s Bylaws |
8 |
| 4. corporate approvals |
9 |
| Schedule I |
9 |
| Schedule II |
15 |
1.
INTRODUCTION
Dear Shareholders,
The management of Companhia Brasileira de Distribuição
(“Company” or “GPA”) hereby presents information about the matters to be resolved by proposal of
the Management at the Company’s Extraordinary General Meeting (“Meeting”) to be held, on second call, exclusively
digitally, including for voting purposes, on January 22, 2024, at 11.00 a.m., pursuant to the Brazilian Securities Commission (“CVM”)
Resolution No. 81, of March 29, 2022, as amended (“CVM Resolution 81”), as well as the explanations required for the
participation of Shareholders.
The Company has prepared this Management Proposal
and Participation Manual to the Meeting (“Proposal”) in compliance with good corporate governance and transparency
practices, aiming to guide and clarify all its Shareholders about the matters that will be resolved, being its Investor Relations Department
at disposal to clarify any additional questions.
At the Meeting, the following matters on the
agenda will be resolved:
| I. | Increase of the limits of the authorized capital of the Company, with consequential modification of Article
5 of the Company’s Bylaws; |
| II. | Modification of the Paragraph 1, Article 2, of the Company’s bylaws, to include an activity already
practiced by the Company within the scope of its corporate object; |
| III. | Modification of the number of Co-Vice-Presidents and respective competence for nomination of the President
and Vice-President of the Board of Directors, with the consequent exclusion of item “iii” of the Article 8 of the Company’s
Bylaws and modification of the wording of articles 8, 13 and 15 and paragraph 1st of article 14 of the Company’s Bylaws; |
| IV. | Consolidation of the Company’s Bylaws to reflect the modifications proposed herein. |
The Management’s proposals on the items
for the Meeting, as well as information on each of the matters, are detailed in item 3 of this Proposal.
São Paulo, January 12, 2024.
The Management
Companhia Brasileira de Distribuição
| 2. | SHAREHOLDERS’ PARTICIPATION |
As per the guidelines below, the Company will
admit the participation of Shareholders by: (i) voting via electronic system during the Meeting; or (ii) sending a Remote Voting
Ballot, which is available on the Company’s Investor Relations website (www. gpari.com.br) and on the websites of the CVM (www.cvm.gov.br)
and B3 S.A. - Brasil, Bolsa, Balcão (“B3”) (www.b3.com.br), and may be sent through their respective custodian
agents (if they provide this type of service), of Itaú Corretora de Valores S.A., which is the Company’s bookkeeping agent
(“Bookkeeping Agent”) or directly to the Company by email, as indicated below (“Remote Voting Ballot”).
The Shareholder who participates in the Meeting
through the digital platform will be deemed present and signing of the minutes and the Shareholders’ attendance book.
| 2.1. | Participation in the Meeting via electronic system |
The Meeting will be held exclusively digitally.
Shareholders or proxies/representatives who wish to participate in the Meeting through the digital platform must access the website https://tenmeetings.com.br/assembleia/portal_/#/?id=32A74C760E64,
complete their registration and attach all documents necessary for their qualification to participate and/or vote at the Meeting, as indicated
below, at least two (2) days prior to the date designated for the holding of the Meeting, that is, until January 20, 2024. Once the registration
of the Shareholder is duly approved by the Company, the Shareholder will receive an individual login and password to access the platform
using its e-mails.
The Proxy/representative must register with its
data in the electronic address indicated above. After its registration is duly approved by the Company, he/she must, through the same
link, indicate each Shareholder he/she will represent and attach all the documents indicated below. The proxy will receive an individual
email regarding the qualification status of each registered Shareholder and will provide, if necessary, the complementation of the documents.
The proxy that may represent more than one Shareholder will only be able to vote at the Meeting for the Shareholders whose qualification
has been confirmed by the Company.
The following documents must be submitted by
the Shareholders and/or their proxies/representatives, as the case may be, through the digital platform at the electronic address indicated
above:
| (a) | updated statement containing the respective shareholding, issued by the custodian agency; |
| (b) | For individuals: identity document with a photo of the Shareholder; |
| (c) | For legal entities: (i) Consolidated by-laws or articles of association of the Company, as the
case may be, and the corporate documents that prove the legal representation of the Shareholder; and (ii) identity document with
a photo of the proxy/legal representative; |
| (d) | For investment funds: (i) consolidated by-laws of the fund; (ii) by-laws or articles of association
of its administrator or manager, as the case may be, with due regard for the fund’s voting policy and corporate documents that evidence
the powers of representation; and (iii) identity document with a photo of the attorney/legal representative; and |
| (e) | if any of the Shareholders indicated in items (b) to (d) above is represented by proxy, in addition to
the respective documents indicated above, the Shareholder must submit (i) a power of attorney with specific powers for representation
at the Meeting; (ii) identity documents of the attorney-in-fact present, as well as, in the case of a legal entity or fund, copies of
the identity document and minutes of election of the legal representative(s) who signed the power of attorney that prove the powers of
representation. For this Meeting, the Company will accept powers of attorney granted by Shareholders by electronic means, signed preferably
with ICP-Brazil certification. |
In order to ensure the participation of Shareholders,
the Company will not require certified copies or notarization of documents issued and signed within Brazilian territory or the notarization,
legalization/apostille and registration at the Office of Deeds and Documents in Brazil of those signed outside the country.
Furthermore, the Company will not require a sworn
translation of documents that have been originally drawn up in Portuguese, French, English or Spanish languages, or that are accompanied
by the respective translation into these languages, and it will be required in any other cases.
The following identity documents will be accepted,
provided they have a valid photo RG, RNE, CNH, passport or officially recognized professional class cards.
Once the regularity of the proxy documents submitted
under the terms above has been verified, after the qualification has been confirmed by the Company, the information and instructions for
accessing the digital platform will be sent by email to each Shareholder (or their respective proxy/representative, as the case may be)
who has duly registered, including, but not limited to, the login and individual access password, which will authorize only a single access
to the Meeting.
Such information and guidance will be sent exclusively
to the email address informed in the registration.
If the Shareholder (or the respective proxy/representative,
as the case may be) has not received the aforementioned instructions, he/she must contact the Company via email at societario@multivarejogpa.com.br,
with a copy to gpa.ri@gpabr.com, and no later than two (2) hours before the Meeting's starting time, so that the instructions may be forwarded
to him/her.
If it is necessary to complement the documents
and/or provide additional clarifications in relation to the documents sent for registration purposes, the Company will contact the Shareholder
(or his/her respective proxy/representative, as the case may be) to request such document complementation and/or additional clarifications
in sufficient time to enable the information and guidelines for accessing the digital platform to be sent within the period referred to
above.
Accredited Shareholders or proxies/representatives,
as the case may be, undertake: (i) to use the individual invitations solely and exclusively for the remote monitoring of the Meeting;
(ii) not to transfer or disclose, in whole or in part, the individual invitations to any third party, Shareholder or not, and the invitation
is non-transferable; and (iii) not to record or reproduce, in whole or in part, nor transfer, to any third party, Shareholder or not,
the content or any information transmitted by virtual means during the holding of the Meeting.
Access to the electronic system of the Meeting
will be restricted to Shareholders (or its respective proxy/representative, as the case may be) who register by January 20, 2024 and log
on to the digital platform until the opening of the works. On the date of the Meeting, the link to access the digital platform will be
available as of thirty (30) minutes prior to the time of the beginning of the Meeting, and the registration of the presence of the Shareholder
via the electronic system will only occur by accessing the link, in accordance with the instructions indicated herein. The access of participants
that do not hold shares of the Company and/or failed in sending the respect updated extract containing its share equity, duly issued by
the custodian entity, shall not be permitted.
The access to the platform must be exclusively
by computer and the Company recommends that Shareholders test and familiarize themselves with the digital platform beforehand, and access
it at least thirty (30) minutes before the beginning of the Meeting in order to avoid possible operational problems with its use on the
day of the Meeting.
The Company will not be responsible for connection
problems of Shareholders or their proxies/representatives, as the case may be, or any other situation that is not under its control. Shareholders
who do not receive the link for participation or have any other questions should contact the Investor Relations Department and/or the
Corporate Legal Department at gpa.ri@gpabr.com and societario@multivarejogpa.com.
| 2.2. | Participation via Remote Voting Ballot |
Pursuant to Article 49 of Instruction No. 81
of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM), as amended, the voting
instructions received by the Company through the distance voting ballots sent for the 1st call of the General Meeting, held on January
11, 2024, shall be considered.
The Company's Management submits to the Meeting
the proposals described below.
| I. | Increase in the Company's Authorized Capital |
In accordance with the existing Bylaws, the Board
of Directors has the authority to increase the Company's capital stock by a maximum of 400,000,000 (four hundred million) common shares.
At present, the Company has already received subscriptions and payments for 270,139,069 (two hundred and seventy million, one hundred
and thirty-nine thousand, and sixty-nine) common shares.
In line with the Material Fact disclosed on December
11, 2023, the Company has initiated preliminary works for a potential offer of primary distribution of shares of the Company, in consonance
with CVM Resolution No. 160, of July 13th 2022, for the estimated value of R$ 1 billion ("Potential Offer").
As part of this initiative, an increase in the authorized capital to a maximum of 800,000,000 (eight hundred million) common shares issued
by the Company is proposed to enable the execution of the Potential Offer.
In accordance with CVM Resolution 81, the origin
and rationale behind the amendment to the Company's Bylaws proposed above, as well as the analysis of its legal and economic implications,
are thoroughly explained in Schedule I of this Proposal. Furthermore, Schedule II of this Proposal includes
the restated Bylaws with the highlighted amendments.
| II. | Improvement of the Company's Corporate Purpose |
The Management hereby proposes the inclusion
of the activity of managing intangible financial assets in the first paragraph of Article 2 of the Company’s Bylaws, once that such
activity is already made by the Company within the scope of the management of its brands, patents, customer portfolio, and know-how,
related to the Company's corporate purpose.
Considering that the proposed change hereinabove
do not imply a change in the Company's corporate purpose, but only a detailing of already existing activities, the right of withdrawal
provided for in article 137 of the Brazilian Corporations Act is not applicable.
| III. | Modification of the number of Co-Vice-Presidents and competence for election of the President and Vice-President
of the Board of Directors |
Under the terms
of article 13 of the Company’s Bylaws, there may be appointed up to 2 members of the Board of Directors as Co-Vice-Presidents of
such body, and the competence for the respective election, as well as for the election of the President of the Board of Directors, if
of the General Meeting, according to item “iii” of article 8 of the Bylaws.
The Management
of the Company proposes the modification of article 13 to set forth that the Board of Directors may have only one Vice-President, simplifying
the organizational structure of the Company, with consequential modification of the articles of the Bylaws that mention the Co-Vice-President(s), which are article 8,
paragraph 1st of article 14 and article 15.
Further, the
Management of the Company proposes that the Board of Directors itself be competent for nominating the President and Vice-President of
the Board of Directors, instead of the General Meeting, with the consequential exclusion of item (iii) of article 8 and modification of
the wording of article 13 of the Company’s bylaws. With that, the members of the body may determine its organizational structure.
In accordance with CVM Resolution 81, the origin
and rationale behind the amendment to the Company's Bylaws proposed above, as well as the analysis of its legal and economic implications,
are thoroughly explained in Schedule I of this Proposal. Furthermore, Schedule II of this Proposal includes
the restated Bylaws with the highlighted amendments.
| IV. | Proposal of the Company's Restated Bylaws |
The Management hereby proposes that the Company's
Bylaws are amended and restated to reflect the changes proposed in sections I, II and III above, according to Schedule II
of this Proposal.
4.
Corporate Approvals
This
proposal was approved by the Company's Board of Directors at meeting held on September December 10, 2023, according to the minutes that
are available at the Company's head office and on the Company's website (www.gpari.com.br), Brazilian Securities and Exchange Commission
(www.cvm.gov.br) and B3 (www.b3.com.br).
Schedule
I
Origin Report and Justification of Proposed
Amendments
(According to article 12, II, of CVM Resolution
81)
Below is a chart comparing the version currently
in effect and the proposed amendments in the Company’s By-laws.
In relation to the economic and/or legal effects
of the changes proposed below, the Company does not foresee relevant impacts as a result of the proposed changes, being important to emphasize
that (i) as regards the modification suggested in item II of this Proposal, this is not a change in the Company's corporate purpose and,
therefore, the withdrawal right provided for in article 137 of the Brazilian Corporation Law shall not be applicable; and (ii) in relation
to the modification suggested in item III of this Proposal, such modification aims solely to adequate the Company’s Bylaws to the
current equity situation of the Company, due to the segregation of its businesses from those of Éxito.
| Current wording |
Proposed wording |
Compared wording |
Economic or Legal Effects |
|
ARTICLE 2 – […]
First Paragraph – The Company may also
engage in the following activities:
(cc) import, distribution and sale of toys, metal
pans, household ladders, baby strollers, party supplies, school supplies, tires, household appliances, bicycles, plastic monoblock chairs
and lamps.
(inexistent) |
ARTICLE
2 – […]
First
Paragraph – The Company may also engage in the following activities:
(cc)
import, distribution and sale of toys, metal pans, household ladders, baby strollers, party supplies, school supplies, tires, household
appliances, bicycles, plastic monoblock chairs and lamps; and
(dd)
management of intangible non financial assets. |
ARTICLE 2 – […]
First Paragraph – The Company may also
engage in the following activities:
(cc) import, distribution and sale of toys, metal
pans, household ladders, baby strollers, party supplies, school supplies, tires, household appliances, bicycles, plastic monoblock chairs
and lamps; and
(dd) management of intangible non
financial assets. |
The Company does not foresee any relevant impacts
in the proposed modification, since it is merely detailing an activity already practiced by the Company when managing its brands, patents,
client’s folder and know-how, inherent to the Company’s social object.
|
| ARTICLE 5º – The Company is authorized to increase the capital stock by resolution of the Board of Directors and regardless of amendments to the By-laws, up to the limit of Four Hundred Million (400,000,000) common stocks. |
ARTICLE 5º – The Company is authorized to increase the capital stock by resolution of the Board of Directors and regardless of amendments to the By-laws, up to the limit of Eight Hundred Million (800,000,000) common stocks. |
ARTICLE 5º – The Company is authorized to increase the capital stock by resolution of the Board of Directors and regardless of amendments to the By-laws, up to the limit of Four Hundred Million (400,000,000) Eight Hundred Million (800,000,000) common stocks. |
The purpose of the change is to make it possible to carry out a potential public offering for the primary distribution of shares issued by the Company, in an estimated amount of R$1 billion. |
|
ARTICLE 8 - The General Meeting shall
be convened by the Chairman of the Board of Directors, or in his absence, by any of the Co-Vice-Chairmen of the Board of Directors and
shall have the following duties:
(…)
(iii) to elect or remove the Chairman and Co-Vice-Chairmen
of the Board of Directors;
(iv) to examine, on an annual basis, the management
accounts and resolve on the financial statements presented by them;
(v) to approve the issuance of stocks, warrants,
debentures convertible into stocks of its own issuance, or any securities or other rights or interests that are exchangeable or convertible
into stocks of its own issuance, without prejudice to the Board of Directors' powers provided for in Article 5 and Article 17(g);
(vi) to resolve on evaluation of assets that
the stockholder contributes for the formation of the capital stock;
(vii) to resolve on transformation, merger, in
Company (including merger of stocks) and spin-off of the Company, or any other form of restructuring of the Company;
(viii) to resolve on dissolution and liquidation
of the Company and elect and dismiss liquidator(s);
(ix) to examine and approve the liquidator(s)
accounts; and
(x) to define the overall annual compensation
of the Company’s Management and Supervisory board, if convened. |
ARTICLE 8 - The General Meeting shall
be convened by the Chairman of the Board of Directors, or in his absence, by any of the Co-Vice-Chairman of the Board of Directors and
shall have the following duties:
(…)
(iii) to examine, on an annual basis, the management
accounts and resolve on the financial statements presented by them;
(iv) to approve the issuance of stocks, warrants,
debentures convertible into stocks of its own issuance, or any securities or other rights or interests that are exchangeable or convertible
into stocks of its own issuance, without prejudice to the Board of Directors' powers provided for in Article 5 and Article 17(g);
(v) to resolve on evaluation of assets that the
stockholder contributes for the formation of the capital stock;
(vi) to resolve on transformation, merger, in
Company (including merger of stocks) and spin-off of the Company, or any other form of restructuring of the Company;
(vii) to resolve on dissolution and liquidation
of the Company and elect and dismiss liquidator(s);
(viii) to examine and approve the liquidator(s)
accounts; and
(ix)
to define the overall annual compensation of the Company’s Management and Supervisory board, if convened. |
ARTICLE 8 - The General Meeting shall
be convened by the Chairman of the Board of Directors, or in his absence, by any of the
Co-Vice-Chairmen Chairman
of the Board of Directors and shall have the following duties:
(…)
(iii) to elect or remove
the Chairman and Co-Vice-Chairmen of the Board of Directors;
(iv)
(iii) to examine, on an annual basis, the management accounts and resolve on the financial statements
presented by them;
(v)
(iv) to approve the issuance of stocks, warrants, debentures convertible into stocks of its own issuance,
or any securities or other rights or interests that are exchangeable or convertible into stocks of its own issuance, without prejudice
to the Board of Directors' powers provided for in Article 5 and Article 17(g);
(vi)
(v) to resolve on evaluation of assets that the stockholder contributes for the formation of the capital
stock;
(vii)
(vi) to resolve on transformation, merger, in Company (including merger of stocks) and spin-off of
the Company, or any other form of restructuring of the Company;
(viii)
(vii) to resolve on dissolution and liquidation of the Company and elect and dismiss liquidator(s);
(ix)
(viii) to examine and approve the liquidator(s) accounts; and
(x)
(ix) to define the overall annual compensation of the Company’s Management and Supervisory board,
if convened.
|
The Company does not foresee any relevant impacts as a result of the proposed change, which aims to simplify the organizational structure of the Board of Directors and allow the choice of the President and Vice-President to be determined by its own members. |
|
ARTICLE 13 - The Board of Directors will
have one (1) Chairman and up to two (2) Co-Vice-Chairmen, elected by the General Meeting.
(…)
Second Paragraph - In the event of a vacancy
in the Chairman’s position or in the Chairman’s absence, the Co-Vice-Chairman with the longest consecutive terms in the Company
will automatically take over such position, remaining there until the end of the respective term or, in case a General Meeting is called
for the election of a new Chairman, until his respective investiture.
Third Paragraph - In the event of a vacancy
in any of the Co-Vice Chairman, the Board of Directors may elect an alternate to remain in the position until the end of the respective
term.
Fourth Paragraph - In the absence of the
President, the meetings of the Board of Directors shall be presided over alternately and successively by the Co-Vice-Chairmen, such alternation
beginning with the Co-Vice-Chairman with the greatest number of consecutive terms in the Company. |
ARTICLE 13 - The Board of Directors will
have one (1) Chairman and up to one (1) Vice-Chairman, elected by the members of the Board of Directors, in the next meeting to take place
after the term of office of such members.
(…)
Second Paragraph - In the event of a vacancy
in the Chairman’s position or in the Chairman’s absence, the Vice-Chairman will automatically take over such position, remaining
there until the end of the respective term or, until a new member is nominated by the Board of Directors.
Third Paragraph - In the event of a vacancy
in the Vice Chairman, the Board of Directors may elect an alternate to remain in the position until the end of the respective term.
Fourth Paragraph - In the absence of the
President, the meetings of the Board of Directors shall be presided by the Vice-Chairman. |
ARTICLE 13 - The Board of Directors will
have one (1) Chairman and up to two (2) Co-Vice-Chairmen one (1) Vice-Chairman, elected
by the General Meeting the members of the Board of Directors,
in the next meeting to take place after the term of office of such members.
(…)
Second Paragraph - In the event of a vacancy
in the Chairman’s position or in the Chairman’s absence, the Co-Vice-Chairman
with the longest consecutive terms in the Company will automatically take over such position,
remaining there until the end of the respective term or, until a new member is nominated by the Board of
Directors in case a General Meeting is called for the election of a new Chairman, until his respective
investiture.
Third Paragraph - In the event of a vacancy
in any of the Co-Vice
Chairman, the Board of Directors may elect an alternate to remain in the position until the end of the respective term.
Fourth Paragraph - In the absence of the
President, the meetings of the Board of Directors shall be presided over alternately and successively
by the Co-Vice-ChairmanChairmen,
such alternation beginning with the Co-Vice-Chairman with the greatest number of consecutive terms in the Company. |
The Company does not foresee any relevant impacts as a result of the proposed change, which aims to simplify the organizational structure of the Board of Directors and allow the choice of the President and Vice-President to be determined by its own members. |
|
ARTICLE 14 – (…)
First Paragraph - The President or, in
the President’s absence, any of the Co-Vice-Chairmen, shall call the meetings of the Board of Directors, on their own initiative
or at the written request of any Board member. |
ARTICLE 14 - (…)
First Paragraph - The President or, in
the President’s absence, the Vice-Chairman, shall call the meetings of the Board of Directors, on their own initiative or at the
written request of any Board member. |
ARTICLE 14 - (…)
First Paragraph - The President or, in
the President’s absence, any of the Co-Vice-ChairmanChairmen,
shall call the meetings of the Board of Directors, on their own initiative or at the written request of any Board member. |
Adjustment due to the modification of Article 13 above. |
| ARTICLE 15 - The meetings of the Board of Directors will be presided over by its Chairman and in his absence, by any of its Co-Vice-Chairmen of the Board of Directors, considering the alternation rule provided in fourth paragraph of Article 13. |
ARTICLE 15 - The meetings of the Board of Directors will be presided over by its Chairman and in his absence, by the Vice-Chairman of the Board of Directors. |
ARTICLE 15 - The meetings of the Board of Directors will be presided over by its Chairman and in his absence, by the any of its Co-Vice- ChairmanChairmen of the Board of Directors, considering the alternation rule provided in fourth paragraph of Article 13. |
Adjustment due to the modification of Article 13 above. |
Schedule II
Consolidated Bylaws
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
CNPJ/ME 47.508.411/0001-56
NIRE 35.300.089.901
Publicly-Held Company with Authorized Capital
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
ARTICLE 1 - COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO (“Company”) is a stock Company, with its principal place of business and venue located
at Brigadeiro Luis Antônio n. 3142, in the City of São Paulo, Federative Republic of Brazil, which hereinafter shall be governed
by these By-laws, by Law No. 6,404 of December 15, 1976 (“Law No. 6,404/76”), as amended, and other legal provisions in effect.
Sole Paragraph – Upon the Company’s
admission to the Novo Mercado segment of B3 S.A. - Brasil, Bolsa, Balcão (“B3”), the Company, its stockholders, including
controlling stockholders, managers and members of the supervisory board, when convened, are subject to the provisions of the Novo Mercado
Listing Rules.
ARTICLE 2 – The Company’s corporate
purpose consists of the trading of manufactured products, semimanufactured or “in natura”, domestic or foreign, of all and
any kind, nature or quality, with the exploration of the supermarket field, that includes, but is not limited to, minimarkets, supermarkets
and hypermarkets, as well as restaurants, snack bars and other similar food courts within the perimeter of the establishments operated
by the Company.
First Paragraph – The Company may
also engage in the following activities:
| (a) | the industrialization, processing, handling, transformation, export, import and representation of products,
food or non-food, on its own behalf or on behalf of third parties; |
| (b) | international trade, including coffee; |
| (c) | import, distribution and marketing of cosmetic products for hygiene and toiletries, perfumery, sanitizing
and household products, and food supplements |
| (d) | the general marketing of drugs and medications, pharmaceutical and homeopathic specialties; chemical products,
accessories, dental articles, surgical instruments and devices; the manufacturing of chemical products and pharmaceutical specialties,
and may be specialized as Drugstores or Allopathic Pharmacies, Drugstores or Homeopathic Pharmacies or Manipulation Pharmacies for each
specialty; |
| (e) | the trade of petroleum products and derivatives, fuel supply of any kind, and may also provide technical
assistance services, service workshops, repairs, washing, lubrication, sale of accessories and other related services for any vehicles
in general; |
| (f) | the sale of products, drugs and veterinary medications in general; veterinary doctor’s office, clinic
and hospital and “pet shop” with bath and grooming services; |
| (g) | the rental of any recorded media; |
| (h) | the provision of services of photographic, cinematographic and similar studios; |
| (i) | the practice and management of real estate operations, buying, promoting subdivisions and development,
renting and selling of own and third parties’ real estate; |
| (j) | acting as a distributor, agent and representative of traders and industrialists established inside or
outside the country and in this capacity, on behalf of the principals or for its own account, acquiring, retaining, possessing and making
any operations and transactions of its own interest or of the principals; |
| (k) | the operation of building and construction in all its forms, for its own account or for the account of
third parties, the purchase and sale of construction materials, and the installation and maintenance of air conditioning systems, freight
elevators and freight elevators; |
| (l) | the application of household sanitizing products; |
| (m) | the municipal, state and interstate highway transportation of cargo in general for its own products and
for third parties, and may also store, deposit, load, unload, store and guard third parties' own goods of any kind, as well as subcontract
the services foreseen in this item; |
| (n) | the operation of communication, publicity and advertising services in general, including bars, snack bars
and restaurants, and may extend to other compatible or related businesses, subject to the legal restrictions; |
| (o) | the purchase, sale and distribution of books, magazines, newspapers, periodicals and the like; |
| (p) | the performance of studies, analysis, planning and market research; |
| (q) | to carry out tests for launching new products, packages and brands; |
| (r) | the elaboration of strategies and analyses of the sectorial behavior of sales, special promotions and
advertising; |
| (s) | the rendering of services related to food, meal, fuel and transportation voucher cards and other cards
that result from activities related to its corporate purpose; |
| (t) | the leasing and sub-leasing of own or third-party movable property; |
| (u) | the rendering of services in the management area; |
| (v) | representation of other national or foreign companies and participation as a partner or stockholder in
the capital stock of other companies, whatever the form or purpose thereof may be, and in commercial undertakings of any nature; |
| (w) | agency, brokerage or intermediation of securities and tickets; |
| (x) | exploration of the activity of bank correspondent, including, but not limited to: (i) services related
to collections, receipts or payments in general, of securities, bills or carnets, exchange, taxes and on behalf of third parties, including
those made by electronic means, automatic or by machines and other activities derived from services agreements celebrated by the Company
with financial institutions; (ii) supply of collection, receipt or payment position; (iii) reception and forwarding of proposal for provision
of credit cards; (iv) issuance of carnets, compensation forms, forms and documents in general; (v) supplementary services to gather documents
and data for registration of clients, as well as the provision of data processing services; |
| (y) | rendering services of parking, lodging and guarding vehicles; |
| (z) | import of beverages, wines and vinegars; |
| (aa) | trade in seeds and seedlings; |
| (bb) | trade in telecommunications products; and |
| (cc) | import, distribution and sale of toys, metal pans, household ladders, baby strollers, party supplies,
school supplies, tires, household appliances, bicycles, plastic monoblock chairs and lamps ; and |
| (dd) | management of intangible non financial assets. |
Second Paragraph – The Company may
provide surety or collateral in businesses of its interest, not those of mere favor.
ARTICLE 3 – The Company’s
duration is indefinite.
CHAPTER II
CAPITAL AND STOCKS
ARTICLE 4 – The Company’s capital
stock is one billion, eight hundred and seven million, one hundred and sixty seven thousand, four hundred and fifty five reais and eighty
three centavos (R$1,807,167,455.83), fully subscribed and paid-up, divided into Two Hundred and Seventy Million, One Hundred and Thirty
Nine Thousand, and Sixty-Nine (270,139,069) common stocks, all registered, book-entry and with no par value.
First Paragraph - The stocks representing
the capital stock are indivisible in relation to the Company and each common share grants its holder the right to one vote at the General
Meetings.
Second Paragraph - The stocks will be
in book-entry form and will be held in deposit accounts on behalf of their holders, at the authorized financial institution designated
by the Company, without the issuance of certificates.
Third Paragraph - The cost of the services
to transfer ownership of the book-entry stocks charged by the depositary financial institution may be passed on to the stockholder, as
authorized by Article 35, Third Paragraph of Law 6,404/76, subject to the maximum limits established by the Brazilian Securities Commission.
Fourth Paragraph - The Company may not
issue preferred stocks and founder's stocks.
ARTICLE 5º – The Company is
authorized to increase the capital stock by resolution of the Board of Directors and regardless of amendments to the By-laws, up to the
limit of Four Hundred Million (400,000,000) Eight Hundred
Million (800,000,000) common stocks.
First Paragraph - The limit of the Company’s
authorized capital can only be modified by resolution of the General Meeting.
Second Paragraph - The Company, within
the limit of authorized capital and in accordance with the plan approved by the General Meeting, may grant stock options to its managers
or employees, or to natural persons who provide services to it.
ARTICLE 6 - Issues of stocks, warrants
or debentures convertible into stocks up to the limit of authorized capital may be approved by the Board of Directors, with exclusion
or reduction of the term for exercise of preemptive rights, as provided for in Article 172 of Law 6,404/76.
Sole Paragraph - Except as provided in
the “caption” of this Article, the stockholders shall have preference, in proportion to their respective shareholdings, for
subscription of the Company’s capital increases, the exercise of this right being governed by the applicable legislation.
CHAPTER III
GENERAL MEETING
ARTICLE 7 - The General Meeting is the
meeting of stockholders, who may attend it by themselves or by representatives appointed according to law, in order to resolve on matters
of interest to the Company.
ARTICLE 8 - The General Meeting shall
be convened by the Chairman of the Board of Directors, or in his absence, by any of the
Co-Vice- ChairmanChairmen
of the Board of Directors and shall have the following duties:
(i) to amend the By-laws;
(ii) to elect or remove, at any time, members
of the Company’s Board of Directors;
(iii) to elect or remove
the Chairman and Co-Vice-Chairmen of the Board of Directors;
(iv)
(iii) to examine, on an annual basis, the management accounts and resolve on the financial statements
presented by them;
(v)
(iv) to approve the issuance of stocks, warrants, debentures convertible into stocks of its own issuance,
or any securities or other rights or interests that are exchangeable or convertible into stocks of its own issuance, without prejudice
to the Board of Directors' powers provided for in Article 5 and Article 17(g);
(vi)
(v) to resolve on evaluation of assets that the stockholder contributes for the formation of the capital
stock;
(vii)
(vi) to resolve on transformation, merger, in Company (including merger of stocks) and spin-off of
the Company, or any other form of restructuring of the Company;
(viii)
(vii) to resolve on dissolution and liquidation of the Company and elect and dismiss liquidator(s);
(ix)
(viii) to examine and approve the liquidator(s) accounts; and
(x)
(ix) to define the overall annual compensation of the Company’s Management and Supervisory board,
if convened.
Sole Paragraph - The General Meetings
will be convened and presided over by any member of the Company’s Board of Directors or Management Board, or by employees of the
Company who hold positions as officers, even if not in the By-laws, who will choose, from among those present, someone to act as secretary.
ARTICLE 9 - For any resolution of the
General Meeting will require the approval of stockholders representing at least a majority of votes of those present, not counting blank
votes, subject to the exceptions provided by law and applicable regulations.
ARTICLE 10 - The Annual General Meeting
will have the powers provided by law and will be held within the first four months following
the end of the fiscal year.
Sole Paragraph - Whenever necessary the
General Meeting may be convened on an extraordinary basis, and may be held concurrently with the Annual General Meeting.
CHAPTER IV
MANAGEMENT
ARTICLE 11 - The Board of Directors and
the Management Board will be in charge of managing the Company.
First Paragraph - The investiture of the
administrators is conditioned to the signature of an instrument of investiture, which must contemplate its subjection to the arbitration
clause under Article 38.
Second Paragraph - The term of office
of the Directors and Officers will extend until the investiture of their respective successors.
Third Paragraph - Minutes of the meetings
of the Board of Directors and the Management Board will be kept in a specific book, which will be signed by the Directors and the Officers
present, as the case may be.
Section I
Board of Directors
ARTICLE 12 - The Board of Directors is
composed of at least seven (7) and at most nine (9) members, elected and removable by the General Meeting, with a unified term of two
(2) years, and reelection is allowed.
First Paragraph - In the event of a vacancy
in the position of Director, the Board of Directors will be responsible for electing a substitute to fill the position on a definitive
basis until the end of the respective mandate. In case of simultaneous vacancy of most of the positions, the General Meeting will be called
to proceed with a new election.
Second Paragraph - Of the members of the
Board of Directors, at least two (2) or twenty percent (20%), whichever is greater, shall be independent directors, as defined in the
Novo Mercado Regulations. The characterization of the nominees to the Board of Directors as independent directors shall be resolved at
the General Meeting that elects them, and the member(s) of the Board of Directors elected by means of the power set out in Article 141,
§§ 4 and 5 of Law no. 6,404/76, in the case of a vacancy in the Board of Directors, shall also be considered independent. 6.404/76,
in the event of a controlling stockholder.
Third Paragraph - When, as a result of
the calculation of the percentage referred to in the paragraph above, the result generates a fractional
number, the Company shall round it up to the next whole number.
ARTICLE 13 - The Board of Directors will
have one (1) Chairman and up to two (2) Co-Vice-Chairmen one (1) Vice-Chairman, elected
by the General Meeting the members of the Board of Directors,
in the next meeting to take place after the term of office of such members.
First Paragraph - The positions of Chairman
of the Board of Directors and Chief Executive Officer or main executive of the Company may not be accumulated by the same person.
Second Paragraph - In the event of a vacancy
in the Chairman’s position or in the Chairman’s absence, the Co-Vice-Chairman
with the longest consecutive terms in the Company will automatically take over such position,
remaining there until the end of the respective term or, until a new member is nominated by the Board of
Directors in case a General Meeting is called for the election of a new Chairman, until his respective
investiture.
Third Paragraph - In the event of a vacancy
in any of the Co-Vice
Chairman, the Board of Directors may elect an alternate to remain in the position until the end of the respective term.
Fourth Paragraph - In the absence of the
President, the meetings of the Board of Directors shall be presided over alternately and successively
by the Co-Vice- ChairmanChairmen,
such alternation beginning with the Co-Vice-Chairman with the greatest number of consecutive terms in the Company.
ARTICLE 14 - The Board of Directors will
meet, ordinarily, at least six times a year, to review the financial results and other results of the Company and to review and monitor
the annual investment plan, and, extraordinarily, at any time, whenever necessary.
First Paragraph - The President or, in
the President’s absence, any of the Co-Vice-
ChairmanChairmen, shall call the meetings of the
Board of Directors, on their own initiative or at the written request of any Board member.
Second Paragraph - The calls for the meetings
of the Board of Directors shall be made by electronic means or letter, at least seven (7) days in advance of the date of each meeting,
specifying time and place for the meeting on first and, if applicable, on second call, and including the agenda. Any proposal and all
documentation necessary and related to the agenda must be made available to the Directors. The call may be waived whenever all of the
Directors in office are present at the meeting, or by prior written agreement of the absent Directors.
Third Paragraph - The minimum “quorum”
required for the convening of the meetings of the Board of Directors is the presence of at least half of its acting members, on first
call, and of any number of directors, on second call, considering present, including those represented as authorized by these By-laws.
ARTICLE 15 - The meetings of the Board
of Directors will be presided over by its Chairman and in his absence, by the any
of its Co-Vice- ChairmanChairmen
of the Board of Directors, considering the alternation rule provided in fourth paragraph of Article 13.
First Paragraph - The resolutions of the
Board of Directors will be made by the favorable vote of the majority of its members. The directors may participate in the meetings of
the Board of Directors by means of conference call, videoconference or by any other means of electronic communication that allows the
identification of the director and simultaneous communication with all other persons present at the meeting. In this case, the directors
will be considered present at the meeting and must subsequently sign the corresponding minutes.
Second Paragraph - In the event of absence
or temporary prevention of any director, the absent director may indicate, in writing, from among the other members of the Board of Directors,
the one who will replace him/her. In this case, the director who is replacing the temporarily absent or prevented director, in addition
to his own vote, will express the vote of the replaced director.
ARTICLE 16 - The Board of Directors shall
approve any amendments to the By-laws and shall elect an Executive Secretary, who shall be responsible for performing the duties defined
in the By-laws, as well as issuing certificates and attesting, before third parties, the authenticity of the resolutions of the Board
of Directors.
ARTICLE 17 - In addition to the powers
established by law, the Board of Directors is in charge of:
| (a) | setting the general direction of the Company’s business; |
| (b) | approving or changing the Company’s investment plan; |
| (c) | electing and removing the Company’s Executive Officers, establishing their duties and appointments; |
| (d) | inspecting the management of the Officers, examining, at any time, the Company’s books and papers,
requesting information about contracts signed or about to be signed and any other acts; |
| (e) | calling a General Meeting; |
| (f) | expressing an opinion on the Management report, the Management Board accounts and the Company’s
financial statements; |
| (g) | deciding on the issue of stocks, warrants or debentures convertible into stocks up to the limit of authorized
capital, fixing the respective price and conditions of payment; |
| (h) | choosing and removing the independent auditors, subject to the recommendation of the Audit Committee; |
| (i) | issuing an opinion on any proposal from the Management Board to the General Meeting; |
| (j) | authorizing the acquisition of stocks of the Company, for the purpose of cancellation or holding in treasury,
subject to applicable regulations; |
| (k) | developing, jointly with the Management Board, and approving a plan for the participation of employees
and managers in the Company’s results and for granting additional benefits to employees and managers linked to the Company’s
results (“Profit Sharing Plan”) |
| (l) | setting the amount of the employees’ and managers’ participation in the Company’s results,
subject to the relevant legal provisions, the By-laws and the Profit Sharing Plan in effect. The amounts spent or accrued in each fiscal
year as participation of employees and managers in the results and also in relation to the granting of stock options of the Company, shall
be limited to fifteen percent (15%) of the result of each fiscal year, after the deductions of Article 189 of Law 6,404/76; |
| (m) | establishing the limit of stocks to be issued within the Company’s Stock Option Plan previously
approved by the General Meeting, subject to the limit provided for in item “l” above; |
| (n) | establishing Committees, which shall be responsible for elaborating proposals or making recommendations
to the Board of Directors and defining their respective attributions in accordance with the provisions of these By-laws; |
| (o) | resolving on the acquisition, disposal, creation of liens, encumbrance on any assets, including real estate,
of the Company or the making of any other investment by the Company in an individual or aggregate amount over a trimester that exceeds
the amount in Brazilian Reais equal to Twenty Million U.S. dollars (USD 20,000,000.00) or exceeds the amount corresponding to five percent
(5%) of the Company’s stockholders’ equity, as determined in its most recent quarterly financial statement disclosed by the
Company, whichever amount is greater; |
| (p) | deciding on any financial operation involving the Company, including the granting or taking of loans and
the issue of non-convertible debentures in an amount exceeding per transaction ½ (half) of the EBITDA (Earnings before Interest,
Income Tax, Depreciation and Amortization), as determined in the consolidated financial statements for the fiscal year prior to the respective
operation; |
| (q) | deciding on any association of the Company with third parties that involves individual or aggregate investment over a fiscal
year that exceeds the amount in Brazilian Reais equal to Twenty Million U.S. dollars (USD 20,000,000.00) or exceeds the amount corresponding
to 1% (one percent) of the Company’s stockholders’ equity at the time, as determined in its most recent balance sheet or quarterly
financial statements, whichever is greater; and |
| (r) | preparing and disclosing a grounded opinion, favorable or contrary to the acceptance of any public offering
for the acquisition of stocks that have as their purpose the stocks issued by the Company, under the terms of the Novo Mercado Regulations;
and |
| (s) | resolving on any alteration in the Company’s dividend distribution policy. |
First Paragraph - In the case of resolutions
to be taken by the corporate bodies of companies that are controlled by the Company, or in which the Company elects members of the Board
of Directors or Management Board, the Board of Directors will be in charge of guiding the vote of the Company’s managers, in the
case of decisions taken at a General Meeting, stockholders’ meeting or equivalent body, or the vote of the managers elected or appointed
by the Company for the management bodies of such companies, when the resolution is classified into items (o), (p) and (q) of this Article,
calculating the parameters referred to therein based on the most recent balance sheet or quarterly financial statement of the controlled
or invested companies.
Second Paragraph - The Board of Directors
will approve a policy for transactions with related parties, and may establish specific jurisdictions, duties and procedures for the approval
of those transactions.
Section II
Audit Committee and other Auxiliary Management
Bodies
ARTICLE 18 - The audit committee, an advisory
body attached to the Board of Directors, is composed of at least three (3) members, at least one (1) of whom is an independent director,
and at least one (1) must have recognized experience in matters of corporate accounting.
First Paragraph - The same Audit Committee
member may accumulate both characteristics referred to in the caption.
Second Paragraph - The Audit Committee’s
members, subject to the provisions of Article 20 and Chapter V of these By-laws, must be elected by the Board of Directors and fulfill
the applicable independence requirements provided for in the rules of the Brazilian Securities Commission and the New Market Regulation.
Third Paragraph - The activities of the
Audit Committee Coordinator are defined in its internal regulations approved by the Board of Directors.
ARTICLE 19 - The Audit Committee’s
members will be elected by the Board of Directors for a term of two (2) years, with re-election for
successive terms, in accordance with the Audit Committee’s internal regulations.
First Paragraph - During their terms of
office, the Audit Committee’s members may only be replaced in the following cases:
| (b) | unjustified absence at three (3) consecutive meetings or at six (6) alternate meetings per year; or |
| (c) | reasoned decision by the Board of Directors. |
Second Paragraph - In the event of a vacancy
in the position of Audit Committee’s member, the Board of Directors will be responsible for electing the person who will complete
the term of the replaced member.
Third Paragraph - Among other matters,
the Audit committee is in charge of:
| (a) | giving an opinion on the engagement and dismissal of independent auditors; |
| (b) | evaluating the management report, the financial statements, interim statements and the quarterly information
of the Company, making such recommendations as it deems necessary to the Board of Directors; |
| (c) | monitoring the activities of the Company’s internal audit and internal controls area; |
| (d) | evaluating and monitoring the Company’s risk exposures; |
| (e) | evaluating, monitoring and recommending to management the correction or improvement of the Company’s
internal policies, including the policy of transactions between related parties; and |
| (f) | having the means for receiving and handling information about non-compliance with legal provisions and
norms applicable to the Company, in addition to internal regulations and codes, including the forecasting of specific procedures for protecting
the provider and the confidentiality of information. |
ARTICLE 20 - In case the Supervisory Board
is convened pursuant to Law 6,404/76 and Chapter V below, the Audit Committee shall retain its powers, respecting the powers granted by
law to the Supervisory Board.
ARTICLE 21 - The Board of Directors may
establish other Committees, with the composition that it determines, which will have the function
of receiving and analyzing information, preparing proposals or making recommendations to the Board of Directors, in their specific areas
of activity, as may be established in their internal regulations, to be approved by the Board of Directors.
Sole Paragraph - The members of the Committees
created by the Board of Directors shall have the same duties and responsibilities as the managers.
Section III
Management Board
ARTICLE 22 - The Management Board will
be composed of at least two (2) and at most fourteen (14) members, stockholders or not, residents in the country, elected and removable
by the Board of Directors, with one (1) necessarily indicated for the position of Chief Executive Officer and one (1) necessarily indicated
for the position of Investor Relations Officer and the other Vice Presidents and Officers.
Sole Paragraph - The term of management
of the members of the Management Board is 2 (two) years, and reelection is allowed.
ARTICLE 23 - The Officers shall exercise
the general functions described in these By-Laws and those that are assigned to them by the Board of Directors, maintaining mutual collaboration
and assisting each other in the exercise of their positions and functions.
First Paragraph - The duties and specific
designations of each one of the Officers will be defined by the Board of Directors.
Second Paragraph - In the cases of temporary
or definitive vacancy, absence, license, prevention or removal, the Officers will substitute each other as follows:
| (a) | in the event of the absence or temporary prevention of the Chief Executive Officer, the Chief Executive
Officer shall appoint a person to replace him and, in the event of a vacancy, the Board of Directors shall elect a replacement within
thirty (30) days, who shall complete the term of office of the replaced Chief Executive Officer; |
| (b) | in case of absence or temporary prevention of the other Officers, they shall be replaced by the Chief
Executive Officer and, in case of vacancy, the Board of Directors shall elect a replacement within thirty (30) days, who shall complete
the term of office of the replaced Officer. |
ARTICLE 24 - The Management Board shall
meet when convened by the Chief Executive Officer, or when convened by half of the acting Officers.
Sole Paragraph - The minimum “quorum”
for the convening of the meetings of the Management Board is at least 1/3 (one third) of its members
in office, and its decisions will be taken by majority vote of those present. In the event of a tie in the resolutions of matters subject
to the approval of the Management Board, such matter shall be submitted to the approval of the Board of Directors.
ARTICLE 25 - In addition to the duties
and responsibilities that may be assigned to it by the General Meeting and the Board of Directors, the Management Board is responsible,
without prejudice to other legal duties:
| (i) | directing the corporate business and to enforce these By-laws |
| (ii) | complying with the corporate purpose; |
| (iii) | approving the plans, programs and general rules of operation, management and control in the interest of
the Company’s development, subject to the guidelines established by the Board of Directors; |
| (iv) | preparing and presenting to the Annual General Meeting a report on the Company’s business activities,
including the Balance Sheet and Financial Statements legally required for each fiscal year, as well as the respective opinions of the
Supervisory Board, when applicable; |
| (v) | directing all the Company’s activities, giving them the guidelines established by the Board of Directors
and appropriate to the achievement of its objectives |
| (vi) | proposing investment plans and programs to the Board of Directors; |
| (vii) | authorizing the opening and closing of branches, agencies, offices, warehouses and/or the establishing
delegations, offices and representations anywhere in Brazil or abroad; |
| (viii) | expressing an opinion on matters on which the Board of Directors may request specific appraisal; and |
| (ix) | jointly with the Board of Directors, developing and executing the Profit Sharing Plan. |
ARTICLE 26 - In particular, the Chief
Executive Officer is in charge of:
| (a) | planning, coordinating, directing and managing all of the Company’s activities, exercising executive
and decision-making functions; |
| (b) | exercising general supervision of all the Company’s business, coordinating and guiding the activities
of the other Executive Officers; |
| (c) | convening and constituting the meetings of the Management Board; |
| (d) | coordinating and conducting the process of approval of the annual/multi-annual budget and of the investment
and expansion plan with the Board of Directors; and |
| (e) | suggesting nominations and respective candidates for positions on the Company’s Management Board
and submitting such suggestion for approval by the Board of Directors. |
ARTICLE 27 - Any other Officers are responsible
for assisting the Chief Executive Officer in all tasks that he assigns to them, carry out the activities relating to the functions that
have been granted to them by the Board of Directors and perform all acts necessary for the regular operation of the Company, provided
that authorized by the Board of Directors.
ARTICLE 28 - The Officers will represent
the Company whether as plaintiff and defendant, both in and out of Court and before third parties, performing and signing all acts that
bind the Company.
First Paragraph - In acts of appointing
attorneys-in-fact, the Company shall be represented by two (2) Officers, jointly. The powers of attorney on behalf of the Company must
contain a validity term, except for those for judicial purposes, in addition to the description of the powers granted, which may encompass
any and all acts, including those of a banking nature.
Second Paragraph - For acts implying the
acquisition, encumbrance, or disposal of assets, including real estate, as well as the acts of appointing attorneys-in-fact for such practices,
the Company must be represented by two (2) Officers or one (1) Officer and one (1) attorney-in-fact, jointly.
Third Paragraph - The Company shall be
deemed obliged when represented:
| (a) | jointly by two (2) Directors; |
| (b) | jointly by one Director and one attorney-in-fact, appointed pursuant to these By-laws; |
| (c) | jointly by two attorneys-in-fact, appointed pursuant to these By-laws; or |
| (d) | individually, by an attorney-in-fact or by an Officer, in special cases, when so designated in the respective
power or attorney and in accordance with the extent of the powers contained therein. |
CHAPTER V
SUPERVISORY BOARD
ARTICLE 29 - The Company will have a non-permanent
Supervisory Board, composed of three (3) effective members and an equal number of alternates.
First Paragraph - The Supervisory Board
will only be convened upon the request of the Company’s stockholder(s), in compliance with the applicable legislation.
Second Paragraph - The Supervisory Board,
if convened, shall approve its internal regulation, which shall establish the general rules of its operation, structure, organization
and activities.
Third Paragraph - The investiture of the
Supervisory Board members will be subject to the prior signature of the investiture deed, which must contemplate their subjection to the
arbitration clause under Article 38.
CHAPTER VI
FISCAL YEAR AND FINANCIAL STATEMENTS
ARTICLE 30 - The fiscal year will end
in December 31 of each year, when the balance sheet and the financial statements required by current legislation will be prepared.
ARTICLE 31 - The Company may, at the discretion
of the Management Board, prepare quarterly or half-yearly balance sheets.
CHAPTER VII
ALLOCATION OF PROFITS
ARTICLE 32 - Once the balance sheet is
prepared, the following rules will be observed regarding the distribution of the result calculated:
| (i) | the accumulated losses and the provision for Income Tax will be deducted from the results for the year,
before any participation; |
| (ii) | after deduction of the portions described in item (i) above, an amount to be distributed as participation
of the employees and managers in the Company’s results, as determined by the Board of Directors in compliance with the Profit Sharing
Plan, under the terms and limits of items "k" and "l" of Article 17 of these By-laws, shall be deducted; |
| (iii) | the remaining profits will be allocated as follows: |
| (a) | five percent (5%) for the legal reserve fund until it reaches twenty percent (20%) of the capital stock; |
| (b) | amounts intended for the constitution of a contingency reserve, if resolved by the General Meeting; |
| (c) | twenty-five percent (25%) for the payment of the mandatory dividend, in accordance with first paragraph
below of these By-laws. |
| (d) | the profit not used to constitute the reserve under the second paragraph of this Article, nor retained
pursuant to Article 196 of Law 6,404/76, shall be distributed as additional dividend. |
First Paragraph - The mandatory dividend
will be calculated and paid according to the following standards:
| (a) | the tax basis of the dividend will be the net profit of the fiscal year, less the amounts allocated to
the creation of legal reserve and reserves for contingencies, plus the reversal of the reserves of contingencies formed in previous fiscal
years; |
| (b) | the payment of the dividend determined under the terms of the previous item may be limited to the amount
of the net profit of the fiscal year that has been realized under the terms of the law, provided that the difference is registered as
a reserve of profits to be realized; and |
| (c) | the profits recorded in the reserve of profits to be realized, when realized and if they have not been
absorbed by losses in subsequent fiscal years, must be added to the first dividend declared after the realization. |
Second Paragraph - An Expansion Reserve
is created, which will have the purpose of ensuring resources to finance additional fixed and current capital investments and will be
formed with up to 100% of the net income remaining after the allocations dealt with in lines “a”, “b”, and “c”
of item (iii), and the total of this reserve may not exceed the amount of the Company’s capital stock.
Third Paragraph - The Company may distribute,
authorized by the Board of Directors, interim dividends, approved by the General Meeting.
Fourth Paragraph - The Company may, by
resolution of the Board of Directors and as approved by the General Meeting, pay or credit interest on equity calculated on the Net Equity
accounts, observing the rate and limits defined by law.
ARTICLE 33 - The amount of dividends and/or
interest on equity will be made available to stockholders within the period to be resolved by the Board of Directors or General Meeting,
and may be monetarily restated, as determined by the Board of Directors, subject to the applicable legal provisions.
CHAPTER VIII
LIQUIDATION
ARTICLE 34 - The Company will be liquidated
in the legal cases, and the General Meeting will be responsible for establishing the manner of liquidation, electing the liquidator and
the Supervisory Board that will operate during the liquidation, determining their remuneration.
CHAPTER IX
DISPOSAL OF CONTROLLING INTERESTS
ARTICLE 35 - The direct or indirect disposal
of the Company’s controlling interests, whether by means of a single operation or by successive operations, must be contracted under
the condition that the purchaser of controlling interests undertakes to make a public offering for the acquisition of stocks subject to
the stocks issued by the Company held by the other stockholders, with the due regard to the conditions and terms provided for in the legislation
and in the regulations in force and in the Novo Mercado Regulations, so as to ensure them equal treatment to that given to the seller.
CHAPTER X
ACQUISITION OF A RELEVANT STAKE IN THE COMPANY
ARTICLE 36 - Any person, stockholder or
Group of Stockholders, who acquires or becomes the holder, by means of a single operation or by successive operations (“Acquiring
Stockholder”): (a) of a direct or indirect interest equal to or greater than twenty-five percent (25%) of the total stocks issued
by the Company, excluding treasury stocks; or (b) any other stockholders’ rights, including usufruct or trust, over stocks issued
by the Company representing a percentage equal to or higher than twenty-five percent (25%) of the total stocks issued by the Company,
excluding treasury stocks (“Relevant Holding”), shall conduct a public offering for the acquisition of all stocks issued by
the Company or request registration with the CVM and B3, as applicable, within no later than thirty (30) days from the date of the last
transaction that resulted in the attainment of the Relevant Shareholding, with the following minimum requirements, observing the provisions
of the applicable regulations of the CVM, the regulations of B3 and the terms of this Article (“Public Offering of Stocks”):
I. be directed indistinctively to all the Company’s
stockholders for the acquisition of all the stocks issued by the Company;
II. the price offered must correspond to at least
the highest value between: (i) the Economic Value determined in an appraisal report; (ii) the
highest price paid by the Acquiring Stockholder in the twelve (12) months prior to the acquisition of the Relevant Holding; and (iii)
125% of the weighted average unit price of the Company’s stocks during the period of one hundred and twenty (120) trading sessions
prior to the Public Offering of Stocks; and
III. be carried out in an auction to be held
at B3.
First Paragraph - The execution of the
Public Offering of Stocks mentioned in the caption of this Article shall not exclude the possibility of another person or stockholder,
formulating a concurrent Public Offering of Stocks, under the applicable regulation.
Second Paragraph - The obligations contained
in Article 254-A of Law 6,404/76 and in Article 35 of these By-laws do not exclude the Acquiring Stockholder from complying with the obligations
contained in this Article.
Third Paragraph - The Acquiring Stockholder
shall be obliged to meet any ordinary requests or the requirements of CVM and B3 relating to the Public Offering of Stocks, within the
maximum terms prescribed in the applicable regulation.
Fourth Paragraph - The obligation to carry
out a Public Offering of Stocks under this Article 36 does not apply in the event of a person, stockholder or Group of Stockholders becoming
the holder of stocks issued by the Company if the attainment of the Relevant Holding results from: (a) of corporate operations of merger,
amalgamation or inCompany of stocks involving the Company, (b) in the case of acquisition, via private capital increase or subscription
of stocks held in a primary offering by those with preemptive rights, or also, in the case of acquisition, via private capital increase
or subscription of stocks held in a primary offering, due to the amount not having been fully subscribed by those with preemptive rights
or that did not have a sufficient number of interested parties in the respective distribution; and (c) in the cases of public offerings
for distribution of stocks (including public offerings of restricted efforts).
Fifth Paragraph - For the purposes of
calculating the percentage of Relevant Holding, involuntary shareholding increases resulting from the cancellation of treasury stocks,
the repurchase of stocks or the reduction of the Company’s capital stock with the cancellation of stocks will not be computed.
Sixth Paragraph - For the purposes of
the provisions in this Article 36, the following terms shall have the meanings defined below:
“Group of Stockholders” means
a group of persons: (i) bound by voting agreement (including, without limitation, any natural or legal person, investment fund, joint-ownership,
securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad),
either directly or through controlled companies, controlling companies or companies under common control; or (ii) among which there is
a control relationship; or (iii) under common control;
or (iv) acting representing a common interest. Examples of persons representing a common interest include: (a) a person holding, directly
or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of the other person; and (b) two
persons having a third common investor that holds, directly or indirectly, an equity interest equal to or greater than fifteen percent
(15%) of the capital stock of each of the two persons. Any joint ventures, investment funds or clubs, foundations, associations, trusts,
joint-ownerships, cooperatives, consortiums, securities portfolios, universality of rights, or any other forms of organization or undertaking,
appointed in Brazil or abroad, will be considered part of a same Group of Stockholders, whenever two or more among such entities are:
(c) administered or managed by the same legal entity or by parties related to the same legal entity; or (d) have in common the majority
of their managers, provided that, in the case of investment funds with a common manager, only those whose decision on the exercise of
votes in General Meetings, under the terms of the respective regulations, is the responsibility of the manager, on a discretionary basis,
shall be considered as members of a Stockholders Group.
“Economic Value” means the
value of the Company and its stocks that may be determined by a first-tier financial institution with operations in Brazil, by using the
discounted cash flow method.
ARTICLE 37 - The Public Offering of Stocks
under Article 36 above may be waived with by the General Meeting subject to the terms below.
First Paragraph - The General Meeting
must be convened on first call with the presence of stockholders representing at least two-thirds (2/3) of the total outstanding stocks.
Second Paragraph - If the quorum of First
Paragraph is not reached, the General Meeting may be convened on second call, with the presence of any number of stockholders holding
outstanding stocks.
Third Paragraph - The resolution on the
waiver of the public offering of stocks must occur by the majority of votes of the holders of outstanding stocks present at the General
Meeting, excluding the votes of the Acquiring Stockholder.
CHAPTER XI
FINAL PROVISIONS
ARTICLE 38 - The Company, its stockholders,
managers, members of the Supervisory Board, effective and substitute, if any, are obliged to resolve through arbitration, before the Market
Arbitration Chamber, under its regulation, any controversy that may arise between them, related to or arising from its condition as issuer,
stockholders, managers, and members of the Supervisory Board, in particular arising from the provisions contained in Law No. 6,385, of
December 7, 1976, in Law 6,404/76, in the Company’s By-laws, in the rules edited by the National Monetary Council, the Central Bank
of Brazil and the Brazilian Securities Commission, as well as in the other rules applicable to the operation of the capital market in
general, in addition to those contained in the Novo Mercado Regulations, in
the other regulations of B3 and in the Novo Mercado Participation Agreement.
ARTICLE 39 - The Company shall indemnify
and hold harmless its managers, members of statutory committees, tax advisors and other employees who exercise the management position
or function in the Company, in the event of any damage or loss effectively suffered by such persons due to the regular exercise of their
functions in the Company, even if the beneficiary no longer exercises the position or function for which he was elected or exercised in
the Company and/or any of its controlled or affiliated companies (“Beneficiaries”).
First Paragraph - The indemnity shall
only be due after the use and only in supplemental character to any civil liability insurance coverage granted by the Company and/or any
of its controlled or affiliated companies (“D&O Insurance”). The payments to be made by the Company shall correspond to
the excess of the amount covered by the D&O Insurance and observed the limits provided in the indemnity agreement to be entered into
between the Company and the Beneficiary, as referred to in fourth paragraph below (“Indemnity Agreement”).
Second Paragraph - The Indemnity Agreement
may establish exception situations in which the Company makes advances to the Beneficiaries, provided that the payment of such advances
is previously approved by the Board of Directors and the D&O Insurance is activated before the payment of the advance by the Company.
Third Paragraph - Without prejudice to
other situations provided for in the Indemnity Agreement, acts performed outside the exercise of the Beneficiaries’ duties, in disagreement
with the applicable legislation, regulations or administrative decisions, the By-laws and the policies and codes, performed outside the
normal course of business, with bad faith, willful misconduct, gross negligence or fraud, in their own interest or in the interest of
third parties or in prejudice to the corporate interest, will not be subject to indemnity. If any Beneficiary is convicted, by a final
and non-appealable court decision, or a final decision of any regulator or governmental body having jurisdiction, due to an act not subject
to indemnity, he/she shall reimburse the Company for all costs and expenses that have been effectively paid or, as the case may be, anticipated
to the Beneficiary, as a result of the obligation undertaken under the caption of this Article, under the Indemnity Agreement.
Fourth Paragraph - The conditions of the
indemnity under this Article shall guarantee the independence of decisions and ensure the best interest of the Company and shall be determined
in the Indemnity Agreement to be approved by the Board of Directors and entered into between the Company and each of the Beneficiaries.
ARTICLE 40 - The values in U.S. dollars
mentioned in these By-Laws shall be used exclusively as a reference base for inflation adjustment and shall be converted into Brazilian
Reais at the closing sales rate of the U.S. dollar, disclosed by the Central Bank of Brazil.
ARTICLE 41 - The matters not expressly
covered herein shall be resolved in accordance with the laws and regulations in force, including the New Market Regulation.
***
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
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| Date: January
12, 2024 |
By: /s/ Marcelo Pimentel
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Name: |
Marcelo Pimentel |
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Title: |
Chief Executive Officer |
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By: /s/
Rafael Sirotsky Russowsky |
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Name: |
Rafael Sirotsky Russowsky |
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Title: |
Investor Relations Officer |
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements.
These statements are statements that are not historical facts, and are based on management's current view and estimates offuture
economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes",
"estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended
to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal
operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends
affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected
events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic
and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.
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