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 September, 2023
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 October 19, 2023.
São Paulo, September 19,
2023.
TABLE OF CONTENTS
1. INTRODUCTION |
2 |
2. Shareholder participation |
3 |
2.1. Participation In The Meeting Via Electronic System |
3 |
2.2. Participation Via Remote Voting Ballot |
5 |
3. MANAGEMENT PROPOSAL |
7 |
I. Adjustment of the Corporate Capital Reduction approved in February 14th, 2023 |
7 |
II. Improvement of the Company’s corporate object |
8 |
III. Adjustment of the approval limits of operations by the Board of Directors |
9 |
IV. Consolidation of the Company’s bylaws |
9 |
V. Rerratification of the annual remunaration of the Board of Directors and Board of Officers for the year of 2022 |
9 |
4. corporate approvals |
10 |
Schedule I |
11 |
Schedule II |
13 |
Schedule III |
19 |
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 exclusively digitally,
including for voting purposes, on October 19, 2023, at 3.00 p.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. | Adjustment of the value of the capital reduction approved
at the Company's Extraordinary General Meeting held on February 14th, 2023, to the book value of the Company’s participation
in Almacenes Éxito S.A. distributed to the Company's shareholders based on the Company's balance sheet of July 31th,
2023, corresponding to six billion, six hundred and fifty nine million, three hundred and one thousand, eight hundred and six reais
and sixty centavos (R$ 6,659,301,806.60); |
| II. | Amendment of Article 2 of the Company's Bylaws and its paragraph 1st, in order to improve and detail
the wording of the Company's corporate object and certain activities carried out by it; |
| III. | Modification of comma “o” of article 17 of
the Company’s Bylaws, to adjust the limit value of the operations mentioned therein to be approved by the Board of Directors; |
| IV. | Consolidation of the Company's Bylaws to reflect the
amendments proposed above; and |
| V. | Re-ratification of the remuneration of the members of
the Company's Board of Officers and Board of Directors for the fiscal year ended on December 31th, 2022. |
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, September 19,
2023.
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://www.tenmeetings.com.br/assembleia/portal/?id=3006C9FF0791,
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 October 17, 2023. 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 October 17, 2023 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 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 |
The Shareholders interested in exercising their voting rights
by means of the Remote Voting Ballot, pursuant to CVM Resolution 81, should (a) fill out the Remote Voting Ballot, according to the filling
out guidelines contained therein; and (b) send it (i) directly to the Company by email; or (ii) to the Bookkeeping Agent; or (iii) to
their respective custodian agents (if they provide this type of service), according to the following instructions:
I. Sending the
Remote Voting Ballot directly to the Company: The Shareholder shall send by email, with acknowledgment of receipt to the Corporate
Legal Department (societario@multivarejogpa.com), the Remote Voting Ballot (completed, initialed and signed, without the need for notarization,
according to the filling guidelines contained therein) accompanied by the copy of the documents listed in item 2.1 above. For this Meeting,
the Company will accept the Remote Voting Ballot signed electronically, preferably with ICP-Brazil certification; or
II. Sending the
Remote Voting Ballot to the Company’s Custodian Agent or Bookkeeping Agent: The Shareholders holding stocks issued by the Company
deposited in a
central depository may transmit the voting instructions for completing
the Remote Voting Ballot by means of their respective custodian agents, if they provide this type of service. The Shareholders whose stocks
are not deposited with a central depository may transmit their voting instructions to the Company’s Bookkeeping Agent, through the
channels provided by it. The delivery of the Remote Voting Ballot will be subject to the rules, guidelines and deadlines set by each Custodian
Agent or the Bookkeeping Agent, as the case may be. To this end, the Shareholder should contact them and check the procedures, documents
and information they establish for issuing voting instructions through the Remote Voting Ballot.
The Remote Voting Ballot is available on the websites of the
Company (www.gpari.com.br), the CVM (www.cvm.gov.br) and B3 (www.b3.com.br).
In all cases, for the Remote Voting Ballot to be effective,
October 12, 2023 (i.e., seven (7) days before the date of the Meeting) shall be the last day for its receipt by one of the above
means, and not the last day for its mailing. If the Remote Voting Ballot is received after October 12, 2023, the votes will not be counted.
The Company’s Management submits to the Meeting the
proposals described below.
| I. | Adjustment of the value of the capital reduction approved on February
14th, 2023 |
At the Extraordinary General Meeting of the Company held on
February 14th, 2023 (“EGM 02.14.2023”), it was approved the Company’s capital decrease, pursuant to
article 173 of the Brazilian Law No. 6,404, of December 15th, 1976 (“Brazilian Corporate Law”), by Seven
Billion, One Hundred and Thirty-Three Million, Four Hundred and Four Thousand, Three Hundred and Seventy-Two Brazilian Reais and Seventy-One
cents (R$7,133,404,372.71), by the distribution to the Company’s shareholders, in proportion of its respective share ratio in the
Company’s corporate capital, of One Billion, Eighty Million, Five Hundred and Fifty-Six Thousand, Two Hundred and Seventy-Six (1,080,556,276)
common stocks issued by Almacenes Éxito S.A. (“Éxito”) owned by the Company, corresponding to approximately
Eighty-three percent (83%) of Éxito’s capital stock, which book value on September 30, 2022, base date used for the definition
of the value of the capital reduction, corresponded to the capital reduction approved at the EGM 02.14.2023.
The minutes of the EGM 02.14.2023 were duly published in the
newspaper “Folha de São Paulo” in the edition of February 15th, 2023, when it began the sixty (60) days
period for the opposition of creditors set forth in article 174 of the Brazilian Corporate Law. The deadline for the creditor to oppose
ended on April 16th, 2023, and as published by GPA in the notice to the market disclosed on April 17, 2023, there was no opposition.
In order to permit the delivery of Éxito’s shares
to the shareholders of GPA, in the form of Brazilian Depositary Receipts Level II (“Éxito’s BDRs”) and
American Depositary Receipts Level II (“Éxito’s ADRs”), all necessary authorizations of the regulatory
entities in Brasil, United States of America and Colombia were obtained, being the last one obtained on August 8th, 2023.
The credit of the BDRs was made on August 25th,
2023 and the distribution of ADRs, on August 31st, 2023.
According to the Material Fact disclosed by the Company on
August 8th, 2023, in order to reflect the evolution of Éxito’s results in the period between the EGM 02.14.23
and the date of conclusion of the capital reduction and implement what was approved at the EGM 02.14.23, the Company informed that would
call an extraordinary general meeting to level, after the delivery of Éxito’s BDRs and Éxito’s ADRs to its shareholders,
the amount of the reduction in share capital approved at the EGM 02.14.23 to the book value of the participation distributed based on
the Company’s balance sheet of July 31, 2023.
Therefore, the Management proposes the approval on the EGM
of the adjustment of the capital reduction approved on the EGM 02.14.2023 to a lower value, in order to reflect the accounting value of
Éxito distributed to the shareholders of the Company according to the financial statements of the Company of July 31st, 2023, corresponding
to six billion, six hundred and fifty
nine million, three hundred and one thousand, eight hundred and
six reais and sixty centavos (R$ 6,659,301,806.60), with the subsequent modification of the wording or article
4th of the Company’s bylaws.
Therefore, once approved the new value of the capital reduction
of the Company, it shall be modified from eight billion, four hundred and sixty six million, four hundred and sixty nine thousand two
hundred and sixty two reais and forty three centavos (R$ 8,466,469,262.43) to one billion, eight hundred and seven
million, one hundred and sixty seven thousand, four hundred and fifty five reais and eighty three centavos (R$1,807,167,455.83).
It is important to note that this adjustment reflects only
a reduction of four hundred and seventy four million, one hundred and two thousand, five hundred and sixty six reais and eleven
centavos (R$ 474,102,566.11) on the value of the capital reduction approved in the EGM 02.14.2023, but does not impact the
number of Éxito shares to be delivered to the Company’s shareholders or any other terms and conditions of the capital reduction
or of the authorizations obtained from the Company’s creditors to such operation, which provided from its beginning for the distribution
of approximately 83% of the shares issued by Éxito currently held by GPA to its shareholders, with maintenance of GPA's minority
stake in Éxito of approximately 13%, with potential for future monetization.
It is informed in the Schedule I of the present
Proposal, in attendance to article 17 of CVM Resolution 81, the information regarding the capital reduction with the modification proposed
herein.
| II. | Improvement of the Company’s corporate object |
The
Management proposes an improvement to the wording of its corporate purpose and some activities, with the following changes to article
2 and paragraph 1 of the same article of its Bylaws.
In
article 2, the Management proposes that are comprised in the general concept of trading of products all activities pertaining to the supermarket
sector including, but 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.
In
the 1st paragraph of the same article, the following modifications are proposed:
| · | improvement of the wording of item “t”,
in order to clarify that the Company does not provide card management services, but only services related to them, as well as to exclude
pharmacy cards, as the Company no longer provides services related to such cards after the transaction involving the conversion of “Extra
Hiper” stores, carried out in 2022; |
| · | to combine all banking correspondent activities
into a single paragraph, with the reallocation of item (k) to item (y), as well as the improvement of this item to provide more detail
on the activities that can be carried out by the Company within this context. |
Under
the terms of CVM Resolution 81, the reason and justification to the modifications to the Company’s bylaws as proposed above, as
well as the analysis of its legal and economic effects are detailed in Schedule II of
this Proposal and the consolidated bylaws with the proposed modifications are detailed in Schedule III of
this Proposal.
Considering
moreover that the modifications proposed above do not imply in any modification of the Company’s corporate object, but only in the
improvement and/or detail of some of the already existing activities of Company, the withdrawal right set forth in article 137 of the
Brazilian Corporate Law shall not be applicable.
III.
Modification of comma “o” of article 17 of the Company’s Bylaws, to adjust the limit value of the operations
mentioned therein to be approved by the Board of Directors
The
Company's Bylaws currently provide that operations related to 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 must be approved by the Board of Directors when its individual
or aggregate amount 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 one percent (1%) of the Company’s net equity at the time, as determined in its most recent
balance sheet or quarterly financial statement, whichever amount is greater.
Management
proposes changing the limit for approval of the matters described above, in order to adapt it to the Company's equity scenario after the
segregation of its businesses with those of Éxito. Therefore, it is proposed that the amount for approval of such operations, by
the Board of Directors, be calculated on a quarterly basis and considering a higher value, individual or aggregate, in reais equivalent
to twenty million U.S. dollars (US$ 20,000,000.00) or greater than the value corresponding to five percent (5%) of the Company’s
net equity, as determined in the last consolidated financial statement released by the Company, whichever value is greater.
Under
the terms of CVM Resolution 81, the reason and justification to the modifications to the Company’s bylaws as proposed above, as
well as the analysis of its legal and economic effects are detailed in Schedule II of
this Proposal and the consolidated bylaws with the proposed modifications are detailed in Schedule III of
this Proposal.
IV.
Consolidation of the By-laws
The
Management proposes the approval of the consolidation of the Company’s By-laws, so as to reflect the amendments proposed in items
I, II and III above, as per Schedule III of this Proposal.
| V. | Re-ratification of the Global Compensation Of the Board of Directors
and the Board of Officers of the Company for the year 2022 |
Even though the total annual global value of the management
remuneration for the fiscal year ended on December 31, 2022 was lower than the value approved at the Company's Annual General Meeting
held on April 27, 2022 (“AGM 2022” ), representing a reduction of two million,
eight hundred and seventy two thousand, seven hundred and twenty
three reais and ninety-nine centavos (R$ 2,872,723.99) in relation to the amount approved by the Company's shareholders
at the AGM 2022, there was an increase in the overall remuneration of the Board of Directors and a reduction in the global remuneration
of the Board of Officers, due to the termination of contracts and non-payment of variable remuneration resulting from the Company's profit
sharing program (PPR).
As the global remuneration approved at the AGM 2022 was divided
by each Management body, the Management proposes the re-ratification of the total annual remuneration of the Company's Executive Board
and Board of Directors for the fiscal year ending on December 31, 2022, as follows:
| · | Board of Officers: from fifty million, one hundred and
forty-nine thousand, five hundred and ninety-two reais and forty-five cents (R$50,149,592.45) to thirty-one million, seven
hundred and fifty thousand, nine hundred and eighty-eight reais and fifty-nine centavos (R$31,750,988.59); |
| · | Board of Directors: from forty-six million, four hundred
and forty-three thousand, four hundred and ninety reais and sixty-seven centavos (R$46,443,490.67) to (sixty-one million,
nine hundred and sixty-nine thousand, three hundred and seventy reais and fifty R$61,969,370.54. |
4.
Corporate Approvals
This proposal
was approved by the Company's Board of Directors at meeting held on September September 19, 2023, according to the minutes that are available
at the Company's head office and on the Company's website (www.gpari.com.br), Brazilian Securities and Exchange Commission (www.cvm.gov.br)
and B3 (www.b3.com.br).
Schedule
I
Information
about the Capital Decrease
(according
to Exhibit E to CVM Resolution 81)
| 1. | Inform the amount of the decrease and new capital stock: |
The
capital stock shall be reduced in six billion, six hundred and fifty nine million, three hundred and one thousand, eight hundred and six
reais and sixty centavos (R$ 6,659,301,806.60), maintaining the same number of shares, being the new capital
stock of 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).
| 2. | Explain, in detail, the reasons, the form and the consequences of the
decrease: |
As
disclosed in the Management Proposal dated as of January 9th, 2023, the Company’s Management conducted studies on the
feasibility of segregating the businesses of the Company and Éxito, with the purpose of increasing the market value of the stocks
issued by the Company and Éxito separately, in view of the potential value unlock to be captured in an isonomic manner by all the
Company’s stockholders.
Thus,
the Company’s Management understands that the capital decrease, by means of delivery to the stockholders of common stocks issued
by Éxito, is beneficial to its stockholders and to the companies individually.
Since
these are shares issued by a foreign issuer, such shares will be distributed (i) to the holders of shares issued by the Company, except
as provided below, in the form of Level II sponsored Brazilian Depositary Receipts backed by common shares issued by Éxito ("BDR"),
admitted to trading on the B3, and (ii) to shareholders of American Depositary Receipts issued by the Company, in the form of American
Depositary Receipts Level II backed by common shares issued by Éxito ("ADR"), admitted to trading on the New York
Stock Exchange.
Since
it is not legally and operationally possible to deliver BDRs to shareholders who have their investment registered in the Company as direct
investment under the terms of Law 4131, dated September 3, 1962, as amended, such shareholders had the possibility to choose between receiving
ADRs or directly common shares issued by Éxito, in the same proportion as the other shareholders, that is, 4 shares issued by Éxito
for each Company share.
Thus,
holders of common shares issued by the Company received one (1) Éxito BDR for each GPA share, with the credit occurring on August
25, 2023. Holders of GPA ADRs, by its turn, received one (1) Éxito ADR for every 2 GPA ADRs, and the ADRs were distributed on August
31st, 2023.
Exclusively
until October 2nd, 2023, BDR holders who wish to convert their BDRs into ADRs or shares issued by Éxito, and ADR holders
who wish to convert their ADRs into BDRs or shares issued by Éxito, may do so without being charged the cancellation fee or the
issuance fee of the
BDRs and ADRs, as the case may be, by the
respective depositaries.
| 3. | Provide a copy of the opinion of the supervisory board, if it is in
operation, when the proposal to capital decrease is the initiative of the directors: |
Not
applicable to the present proposal to rectify the value of the share capital reduction, since the Company does not currently have a Fiscal
Council in place. The opinion of the Fiscal Council in relation to the capital reduction approved at the EGM 02.14.23 is attached to the
management's proposal for such meeting.
4.
Inform, as the case may be:
| (a) | the refund amount per stock |
The
Company distributed to is stockholders One Billion, Eighty Million, Five Hundred and Fifty-Six Thousand, Two Hundred and Seventy-Six (1,080,556,276)
common stocks issued by Éxito owned by the Company, corresponding to approximately eighty-three percent (83%) of the Company’s
interest in the capital stock of Éxito, whose book value corresponds to the value of the capital decrease proposed herein, as of
July 31st, 2023, of six billion, six hundred and fifty nine million, three hundred and one thousand, eight hundred and six
reais and sixty centavos (R$ 6,659,301,806.60). Such stocks make up the ratio of 4 (four) stocks issued by Éxito
for each Company share, resulting in a value per Company stock of (twenty four reais and sixty five centavos) R$ 24.65.
| (b) | the amount of the decrease in the value of the stocks to the amount
of the contributions, in the case of unpaid capital |
Not
applicable, since the Company’s capital stock is fully paid up.
| (c) | the number of stocks subject to the decrease |
Not
applicable, since the number of stocks issued by the Company will be the same.
Schedule
II
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 – 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.
|
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.
|
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.
|
Detail of the overall concept of trading of products.
|
First Paragraph – The Company may also engage
in the following activities:
(…)
(k) the provision of data processing services;
(l) 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;
(m) the application of household sanitizing products;
(n) 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;
|
First
Paragraph – The Company may also engage in the following activities:
(…)
(excluded)
(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;
|
First Paragraph – The Company may also engage
in the following activities:
(…)
(k) the provision of data processing services;
(l) (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;
(m) (l)
the application of household sanitizing products;
(n) (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;
(o) (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;
|
Re-allocation to the new item (x).
Re-numeration.
Re-numeration.
Re-numeration.
Re-numeration.
|
(o) 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;
(p) the purchase, sale and distribution of books, magazines,
newspapers, periodicals and the like;
(q) the performance of studies, analysis, planning and market
research;
(r) to carry out tests for launching new products, packages
and brands;
(s) the elaboration of strategies and analyses of the sectorial
behavior of sales, special promotions and advertising;
(t) the rendering of services of administration of food, meal,
pharmacy, fuel and transportation voucher cards and other cards that result from activities related to its corporate purpose;
(u) the leasing and sub-leasing of own or third-party movable
property;
(v) the rendering of services in the management area;
|
(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; |
(p) (o)
the purchase, sale and distribution of books, magazines, newspapers, periodicals and the like;
(q) (p)
the performance of studies, analysis, planning and market research;
(r) (q)
to carry out tests for launching new products, packages and brands;
(s) (r)
the elaboration of strategies and analyses of the sectorial behavior of sales, special promotions and advertising;
(t) (s)
the rendering of services of administration of related to
food, meal, pharmacy, fuel and transportation voucher cards and other cards that result
from activities related to its corporate purpose;
(u) (t)
the leasing and sub-leasing of own or third-party movable property;
(v) (u)
the rendering of services in the management area;
(w) (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;
|
Re-numeration.
Re-numeration.
Re-numeration.
Re-numeration.
Improvement of the wording of the article, considering that
the Company does not carry out card administration activities and no longer provides services related to pharmacy cards.
Re-numeration.
Re-numeration.
Re-numeration.
|
(w) 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;
(x) agency, brokerage or intermediation of securities and
tickets;
(y) 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; supply of collection, receipt or payment position; issuance of carnets, compensation forms, forms and documents
in general;
(z) rendering services of parking, lodging and guarding vehicles;
(aa) import of beverages, wines and vinegars;
(bb) trade in seeds and seedlings;
(cc) trade in telecommunications products; and
(dd) 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. |
(w) agency, brokerage or intermediation of securities and
tickets;
(x) 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; supply of collection, receipt or payment position; issuance of carnets, compensation forms, forms and documents
in general;
(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. |
(x) (w)
agency, brokerage or intermediation of securities and tickets;
(y) (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.
(z) (y)
rendering services of parking, lodging and guarding vehicles;
(aa) (z)
import of beverages, wines and vinegars;
(bb) (aa)
trade in seeds and seedlings;
(cc) (bb)
trade in telecommunications products; and
(dd) (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.
|
Re-numeration.
Improvement and detailing of banking correspondent activities,
with item (v) improving the wording that existed in the old item (k).
Re-numeration.
Re-numeration.
Re-numeration.
Re-numeration.
Re-numeration. |
ARTICLE 4 – The Company’s capital stock is One Billion, Three Hundred and Thirty-Three Million, SixtyFour Thousand, Eight Hundred and Eighty-Nine Brazilian Reais and Seventy-Two cents (R$1,333,064,889.72), 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. |
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. |
ARTICLE 4 – The Company’s capital stock is One Billion, Three Hundred and Thirty-Three Million, SixtyFour Thousand, Eight Hundred and Eighty-Nine Brazilian Reais and Seventy-Two cents (R$1,333,064,889.72) 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. |
Reflect the value of the capital reduction approved at the Company's Extraordinary General Meeting held on February 14, 2023, with the updated value proposed herein, in order to level the value of the capital reduction to the book value of Éxito's participation distributed to shareholders of the Company based on its balance sheet as of July 31, 2023, reflecting the evolution of Éxito's results in the period between the general meeting and the conclusion of the capital reduction. |
ARTICLE 17 - In addition to the powers established
by law, the Board of Directors is in charge of:
(…)
(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 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 one percent (1%) of the Company’s stockholders’ equity at the time, as determined in
its most recent balance sheet or quarterly financial statement, whichever amount is greater; |
ARTICLE 17 - In addition to the powers established
by law, the Board of Directors is in charge of:
(…)
(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 the most
recent quarterly financial statement disclosed by the Company, whichever amount is greater; |
ARTICLE 17 - In addition to the powers established
by law, the Board of Directors is in charge of:
(…)
(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 fiscal year 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 one percent (1%) five percent (5%) of the Company’s
stockholders’ equity at the time, as determined in its most recent balance
sheet or quarterly financial statement disclosed by the Company, whichever amount
is greater; |
|
Schedule III
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 provision of data processing services;
(l) (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;
(m) (l)
the application of household sanitizing products;
(n) (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;
(o) (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;
(p) (o)
the purchase, sale and distribution of books, magazines, newspapers, periodicals and the like;
(q) (p)
the performance of studies, analysis, planning and market research;
(r) (q)
to carry out tests for launching new products, packages and brands;
(s) (r)
the elaboration of strategies and analyses of the sectorial behavior of sales, special promotions and advertising;
(t) (s)
the rendering of services of administration of related to
food, meal, pharmacy, fuel and transportation voucher cards and other cards that result
from activities related to its corporate purpose;
(u) (t)
the leasing and sub-leasing of own or third-party movable property;
(v) (u)
the rendering of services in the management area;
(w) (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;
(x) (w)
agency, brokerage or intermediation of securities and tickets;
(y) (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.
(z) (y)
rendering services of parking, lodging and guarding vehicles;
(aa) (z)
import of beverages, wines and vinegars;
(bb) (aa)
trade in seeds and seedlings;
(cc) (bb)
trade in telecommunications products; and
(dd) (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.
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, Three Hundred and Thirty-Three Million, SixtyFour Thousand, Eight Hundred and Eighty-Nine
Brazilian Reais and Seventy-Two cents (R$1,333,064,889.72) 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) 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-Chairmen of the Board of Directors and shall have the
following duties:
| 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. | 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, inCompany (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. |
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, elected by the General Meeting.
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, 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 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-Chairmen, 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 any of its Co-Vice-Chairmen 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 fiscal year 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 one percent (1%) five percent (5%) of the Company’s
stockholders’ equity at the time, as determined in its most recent balance
sheet or 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: September
19, 2023 |
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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