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 May, 2024
Brazilian
Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form
40-F
(Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
CONSOLIDATED
BYLAWS
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
CNPJ No. 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 (the “Company”) is a corporation headquartered at Av. Brigadeiro Luis Antônio
n. 3142, in the capital city of Sao Paulo, SP, Federative Republic of Brazil, which will henceforth be governed by these Bylaws, by Law
no. 6.404 of December 15, 1976 (“Law no. 6.404/76”), as amended, as well as other legal provisions in force.
Sole Paragraph – With the Company's
entry into the Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão ("B3"), the Company, its shareholders, including
controlling shareholders, managers and members of the fiscal council, when established, are subject to the provisions of the Novo Mercado
Regulation.
ARTICLE 2 – The Company's corporate
purpose is the sale of manufactured, semi-manufactured or "in natura" products, whether of domestic or foreign origin, of any
and all kinds and species, nature or quality, with the exploitation of the supermarket industry sector, which includes, but is not limited
to, minimarkets, supermarkets and hypermarkets, as well as restaurants, snack bars and the like in the surroundings of the points of sales
operated by the Company.
Paragraph 1 - The Company may also carry
out the following activities:
(a) the
manufacturing, processing, handling, transformation, export, import, and representation of food or non-food products, on its own account
or by third parties;
(b) the international trade, including
of coffee;
(c) the import, distribution, and
sale of cosmetic hygiene and toiletry products, perfumery, sanitizing and household cleaning products and food supplements;
(d) the general sale of drugs and
medicines, pharmaceutical and homeopathic specialties; chemicals, accessories, dental articles, surgical instruments and appliances;
the manufacture of chemical products and pharmaceutical specialties, which can be specialized, such as Drugstore or Allopathic Pharmacy,
Drugstore or Homeopathic Pharmacy or Compounding Pharmacy for every specialty;
(e) the sale of petroleum products
and derivatives, supply of fuels of any kind, including on gas stations, and may also provide technical assistance services, service workshops,
repairs, washing, lubrication, sale of accessories and other related services, for any kind of vehicles;
(f) the sale of veterinary products,
drugs, and medicines in general; veterinary office, clinic and hospital, and pet shop with bathing and grooming services;
(g) the rental of any recorded media;
(h) the provision of photographic,
cinematographic, and similar studio services;
(i) the practice and management of
real estate transactions, buying, promoting subdivisions and developments, leasing and selling its own and third-party real estates;
(j) act as a distributor, agent,
and representative of merchants and industrialists established in Brazil or abroad and in such capacity, on behalf of the principals or
on their own account to acquire, retain, own and make any transactions and operations in its self interest or of the principals;
(k) the exploitation of buildings
and construction in all its forms, on its own or by third parties, the purchase and sale of construction materials and the installation
and maintenance of air-conditioning systems, hoists, and cargo elevators;
(l) application of household sanitizing
products;
(m) the
municipal, state, and interstate highway transportation of cargo in general for its own products and those of third parties, and also
store and deposit them, and load, unload, organize and store third-parties' goods of any kind, as well as subcontract the services provided
for in this subparagraph;
(n) activities of communication,
general advertising and propaganda services, including bars, diners, cafeterias and restaurants, which may extend to other branches that
are compatible or related to it, subject to any legal restrictions;
(o) the purchase, sale, and distribution
of books, magazines, newspapers, periodicals and the like;
(p) carrying out studies, reviews,
planning, and market research;
(q) carrying out tests to launch
new products, packaging, and brands;
(r) developing strategies and carrying
out reviews of the behavior of sales, special promotions and advertising in each segment;
(s) the provision of services related
to food, meal, fuel, transportation vouchers, and other kinds of vouchers or purchase cards that result from activities related to its
corporate purpose;
(t) the lease and sublease of its
own or third-party chattel;
(u) the provision of services in
the management area;
(v) to represent other domestic or
foreign companies and take part as a partner or shareholder in the capital of other companies, whatever their form or purpose, and in
business ventures of any nature;
(w) operate as an agent, broker,
or intermediation of securities and tickets;
(x) exploration of the activity of
a banking correspondent, including, but not limited to: (i) services related to collections, receipts or payments in general, securities,
accounts or booklets, foreign exchange, taxes and on behalf of third parties, including those made by electronic means, automatic or by
service machines and other activities arising from service agreements maintained by the Company with financial institutions; (ii) provision
of collection, receipt or payment position; (iii) receipt and forwarding of proposals for the provision of credit cards; (iv) issuance
of booklets, settlement forms, printed forms, and documents in general; and (v) supplementary services for the collection of registration
data and documentation, as well as data control and processing;
(y) provision of parking, accommodation,
and vehicle storage services;
(z) the import of beverages, wines,
and vinegars;
(aa) trade in seeds and seedlings;
(bb) trade in telecommunications
products;
(cc) the import, distribution, and
sale of toys, metal pots, domestic ladders, baby strollers, party items, school items, tires, household electrical appliances, bicycles,
monobloc plastic chairs, and light bulbs; and
(dd) exploitation of non-financial
intangible asset management.
Paragraph 2 - The Company may provide
sureties or guarantees in business of its interest, being forbidden those for mere favor.
ARTICLE 3 – The Company's term duration
is indefinite.
CHAPTER II
CAPITAL STOCK AND SHARES
ARTICLE 4 – The Company's
capital stock is R$2,511,167,813.73 (two billion, five hundred and eleven million, one hundred and sixty-seven thousand, eight hundred
and thirteen Reais and seventy-three cents), fully subscribed and paid in, divided into 490,174,859 (four hundred and ninety million,
one hundred and seventy-four thousand, eight hundred and fifty nine) common shares, all of them registered, book-entry shares with no
par value.
Paragraph 1 - The shares representing
the capital stock are indivisible in relation to the Company, and each common share entitles its holder the right to cast one vote at
General Meetings.
Paragraph 2 - The shares will be in book-entry
form and will be kept in deposit accounts in the name of their holders, at the authorized financial institution that the Company determines,
and no certificates will be issued.
Paragraph 3 - The cost of services for
transferring ownership of book-entry shares to be charged by the depositary financial institution may be passed on to the corresponding
shareholder, pursuant to Article 35, paragraph 3 of Brazilian Law No. 6,404/76, subject to the maximum limits set by the Brazilian Securities
and Exchange Commission (CVM).
Paragraph 4 - The Company may not
issue preferred shares and founders' shares.
ARTICLE 5 - The Company is authorized
to increase its capital stock up to the limit of 800,000,000 (eight hundred million) common shares upon resolution of the Board of Directors
and regardless of any amendment to the Company's bylaws.
Paragraph 1 - The limit of the Company's
authorized capital can be changed only upon a decision made by the General Meeting.
Paragraph 2 - The Company, within the
limit of the authorized capital and complying with the plan approved by the General Meeting, may grant a stock option purchase plan to
its management members, or employees, or even to individuals who provide services thereto.
ARTICLE 6 - Issuance of shares, subscription
warrants, or debentures convertible into shares up to the limit of THE authorized capital, may be approved by the Board of Directors,
excluding or reducing the time term for exercising the preemptive right, as provided for in Article 172 of Law no. 6,404/76.
Sole Paragraph - Except as provided for
in the "caption" of this Article, shareholders will have the right of first refusal, in proportion to the number of shares held
by them, to subscribe the Company's capital increases, and the exercise of this right will be governed by the applicable legislation.
CHAPTER III
GENERAL MEETING
ARTICLE 7 - The General Meeting is the
meeting of the shareholders, who may attend it by themselves or by representatives appointed pursuant to the Law in order to resolve on
matters of interest to the Company.
ARTICLE 8 – The General Meeting
shall be called by the Chairman of the Board of Directors, or in his/her absence by the Vice-Chairman of the Board of Directors and shall
have the following responsibilities:
| i. | amend the Company's Bylaws; |
| ii. | elect or dismiss, at any time, the members of the Company's Board of Directors; |
| iii. | take, every year, the accounts submitted by the management members and resolve on the financial statements
presented by them; |
| iv. | approve the issuance of shares, subscription bonuses, debentures convertible into shares of its own issuance
or any bonds, securities, or other rights or interests that are exchangeable or convertible into shares issued by the Company itself,
without prejudice to the competence of the Board of Directors as provided for in Article 5 and Article 17(g); |
| v. | decide on the appraisal of assets with which the shareholders contribute to the formation of the capital
stock; |
| vi. | decide on the transformation, merger, acquisition (including acquisition of shares), split-up of the Company
or on any other kind of restructuring of the Company; |
| vii. | decide on the dissolution and liquidation of the Company and to elect and dismiss the liquidator(s); |
| viii. | examine and approve the accounts of the liquidator(s); and |
| ix. | set the annual overall compensation of the members of the Company's management and the Fiscal Council,
if established. |
Sole Paragraph - The General Meetings
will be established and chaired by any member of the Board of Directors or the Company's Board of Executive Officers or by employees of
the Company who hold positions as officers, even if not statutory, who will choose, among those present, someone to act as secretary.
ARTICLE 9 - For any deliberation of the
General Meeting, the approval of shareholders that represent at least the majority of votes of those present will be required, not counting
the blank votes, subject to the exceptions provided for by law and in the applicable regulations.
ARTICLE 10 - The Annual General Meeting
will have the responsibilities provided for by law and will be held within the first four months subsequent to the end of the fiscal year.
Sole Paragraph - Whenever necessary, the
General Meeting may be established on an extraordinary basis, and may be held concurrently with the Annual General Meeting.
CHAPTER IV
THE MANAGEMENT
ARTICLE 11 - The Company's management
will be the responsibility of the Board of Directors and the Board of Executive Officers.
Paragraph 1 - The management members will
take office subject to the prior signing of their investiture term, which must include their agreement to the arbitration clause referred
to in Article 38.
Paragraph 2 - The term of office of the
Directors and Executive Officers will be extended until the moment their corresponding successors take office.
Paragraph 3 - Minutes of the Board of
Directors' and Executive Officers' meetings will be recorded in a specific book, which will be signed by the attending Directors and Officers,
as the case may be.
Section I
The Board of Directors
ARTICLE 12 – The Board of Directors
is composed of at least 7 (seven) andat most9 ( <<nine) members, elected and dismissable by the General Meeting, with a unified
term of office of 2 (two) years, reelection being allowed.
Paragraph 1: In case any position of Director
becomes vacant, the Board of Directors will be responsible to elect a substitute to fill the position on a permanent basis until the end
of the corresponding term of office. In the event of a simultaneous vacancy of most positions in the Board, the General Meeting shall
be called to proceed to a new election.
Paragraph 2 - Out of the members of the
Board of Directors, at least 2 (two) members or 20% (twenty percent) of them, whichever is greater, shall be independent directors, pursuant
to the standards set forth by the 'Novo Mercado' listing Regulation, and the full data of those nominated to be independent members of
the Board of Directors shall be deliberated at the General Meeting that elects such independent directors, being also considered as independent
those member(s) of the Board of Directors elected as provided for in article 141, paragraphs 4 and 5 of Law 6.404/76 (Brazilian Corporations
Act) in the event of existing a controlling shareholder.
Paragraph 3 - Whenever the application
of the aforementioned percentage calculation results in a fractioned number of members, the Company must round it up and consider the
immediate higher full number.
ARTICLE 13 – The Board of Directors
shall have one (1) Chairman and up to one (1) Vice-Chairman, to be elected by the members of the Board of Directors at the meeting to
be held immediately after the investiture of such members.
Paragraph 1 - The positions of Chairperson
of the Board of Directors and of Chief Executive Officer of the Company cannot be held at the same time by the same person.
Paragraph 2 – In the event of a
vacancy in the position of Chairman or impediment of the Chairman, the Vice-Chairman shall automatically undertake such position, remaining
until the end of the respective term of office, or until a new appointment by the Board of Directors occurs.
Paragraph 3 - In the event of a
vacancy in the position of Vice-Chairman, the Board of Directors shall appoint a substitute to the position to remain until the end of
the respective term of office.
Paragraph 4 – In the event of the
absence of the Chairman, the meetings of the Board of Directors shall be chaired by the Vice-Chairman.
Article 14 - The Board of Directors will
meet on a regular basis at least six times a year to review the Company's financial results and other results, and to review and monitor
the annual investment plan, and extraordinarily at any time, whenever required.
Paragraph 1 - The Chairperson or, in his/her
absence, by the Vice-Chairperson, is responsible to call the meetings of the Board of Directors, either on his/her own initiative or upon
the written request of any director.
Paragraph 2 - The meetings of the Board
of Directors must be called by electronic means or by letter, at least 7 (seven) days before the date of each meeting, specifying the
time and place for the first meeting and, case, on second call, and including the agenda. Any proposal and all documents required and
related to the agenda must be made available to the Directors. The call for a meeting may be waived whenever all of the Board members
in office are present at the meeting, or if the absent board members have previously agreed in writing with such waiver.
Paragraph 3 - The minimum quorum required
to establish the Board of Directors' meetings is the presence of at least half of its acting members on first call, and any number of
directors on the second call, considering as present also those represented as allowed for in these Bylaws.
Article 15: The Board of Directors' meetings
shall be presided over by its Chairman and, in his/her absence, by the Vice-Chairman of the Board of Directors.
Paragraph 1: The resolutions of the Board
of Directors shall be taken by a favorable vote of the majority of its members. The directors may attend meetings of the Board of Directors
by conference call, videoconference or any other means of electronic communication that allows the identification of every director and
his/her simultaneous communication with all other persons attending the meeting. In this case the directors should be considered to be
present at the meeting and shall sign the corresponding minutes subsequently.
Paragraph 2- In case of absence or temporary
impediment of any director, the absent Director may appoint, in writing, from among the other members of the Board of Directors, his or
her substitute. In this case, the director acting as substitute of the absent or temporarily unable director, in addition to his/her own
vote, shall cast the vote of the replaced director.
ARTICLE 16 - The Board of Directors must
approve any change to its Internal Regulation or charter and will elect an Executive Secretary, who will be responsible for exercising
the functions determined in the Internal Regulation, as well as issuing certificates and certifying, before third parties, the authenticity
of the resolutions taken by the Board of Directors.
ARTICLE 17 - In addition to the authority
set forth by law, the Board of Directors is responsible for:
| (a) | setting forth the general guidance of the Company's businesses; |
| (b) | approve or amend the Company's investment plan; |
| (c) | electing and dismissing the Company's executive officers, determining their duties and designations; |
| (d) | supervising the management of the Executive Officers, and examining, at any time, the Company's books
and papers, requesting information about contracts executed or in the way of being executed, and any other actions; |
| (e) | calling the General Meeting; |
| (f) | issuing its opinion on the Management's report, the accounts submitted by the Board of Executive Officers,
and the Company's financial statements; |
| (g) | deciding on the issue of shares, subscription bonus, or debentures convertible into shares until the authorized
capital limit, determining the corresponding price and the payment conditions; |
| (h) | choosing and dismissing independent auditors, subject to the recommendation by the Audit Committee; |
| (i) | issue an opinion on any proposal by the Board of Directors to the General Meeting; |
| (j) | authorizing the acquisition of shares of the Company itself for purposes of cancellation
or keeping with its treasury, complying with the applicable standards; |
| (k) | developing, jointly with the Board of Executive Officers, and approving a profit-sharing
plan for employees and management members of the Company and for granting additional benefits to employees and management members pegged
to the Company's results ("Profit-Sharing Plan"); |
| (l) | determine the amount of the employees' and management members' share in the
Company's results, in compliance with the applicable legal provisions, the Bylaws, and the Profit-Sharing Plan in force; |
| (m) | set the limit of shares to be and granted the scopeof the Stock Option Plans
and the Company's share-based compensation plans previously approved at a General Meeting, when applicable; |
| (n) | creating Committees, which will be responsible for preparing proposals or making
recommendations to the Board of Directors, and determine their corresponding responsibilities as provided for in these Bylaws; |
| (o) | resolving on the acquisition, disposal, creation of encumbrances, liens of any assets, including real
estates, of the Company, or making any other investment by the Company that, in an individual
or aggregate amount, over a quarter, in Reais currency, is higher than the amount equivalent to US$20,000,000.00 (twenty million US dollars)
or higher than the amount corresponding to 5% (five percent) of the Company's shareholders' equity, as determined in the last consolidated
financial statement disclosed by the Company, whichever amount is greater, except in the case of making investments or granting guarantees,
endorsements or other guarantees in favor of companies directly or indirectly controlled by the Company, within the normal course of its
business; |
| (p) | resolving on any financial transaction involving the Company, including the
granting or borrowing of loans and the issue of non-convertible and debentures in excess of half the EBITDA (Earnings Before Interest,
Tax Income, Depreciation and Amortization), as ascertained in the consolidated financial statements for the fiscal year prior to the corresponding
transaction; |
| (q) | resolving on any association of the Company with third parties involving an
individual or aggregate investment, during a fiscal year, exceeding the amount in Reais equivalent to US$ 20,000,000 (twenty million US
dollars) or exceeding the amount corresponding to 1% (one percent) of the Company's net stockholders' equity at the time, as ascertained
in its most recent balance sheets or quarterly financial statements, whichever amount is greater; |
| (r) | preparing and disclosing a reasoned opinion, whether favorable or contrary to the acceptance of any public
offer for acquisition of shares that has as subject the shares issued by the Company, pursuant to the Novo Mercado Regulation; and |
| (s) | resolving on any change in the Company's dividend distribution policy. |
Paragraph 1 – In
the case of a resolution to be taken by the corporate bodies of the companies that are controlled by the Company, or in which the Company
elects members of the Board of Directors or the Executive Board, it shall be incumbent upon the Board of Directors to direct the vote
of the Company's managers, in the case of decisions taken at a general meeting, meeting of partners 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 falls under paragraphs
(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 subsidiaries or investees.
Paragraph 2: The Board of Directors shall
adopt a policy on transactions with related parties, and may establish limits, specific responsibilities, and procedures for such transactions
to be approved.
Section II
Audit Committee and Other Advisory Areas
to the Management
ARTICLE 18 - The audit committee,
an advisory body subordinated 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.
Paragraph 1 - The same Audit Committee
member may accumulate both characteristics referred to in the caption.
Paragraph 2 - The Audit Committee’s
members, subject to the provisions of Article 20 and Chapter V of these Bylaws, 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.
Paragraph 3 - The activities of
the Audit Committee Coordinator are defined in its Charter as 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 reelection for successive terms being allowed, in
accordance with the Audit Committee’s charter.
Paragraph 1 - 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. |
Paragraph 2 - 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.
Paragraph 3 - 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 Fiscal
Council 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 Fiscal Council.
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 management members.
Section III
Board of Executive Officers
ARTICLE 22 - The Board of Executive
Officers 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 Chairpersons and Officers.
Sole Paragraph - The term of management
of the members of the Board of Executive Officers is 2 (two) years, and reelection is allowed.
ARTICLE 23 - The Officers shall
exercise the general functions described in these Bylaws 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.
Paragraph 1 - The duties and specific
designations of each one of the Officers will be determined by the Board of Directors.
Paragraph 2 - 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 Board of Executive
Officers 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 Board of Executive Officers 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 Board
of Executive Officers, 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 Board of Executive Officers
is responsible, without prejudice to other legal duties:
| (i) | directing the corporate business and to enforce these Bylaws |
| (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
Fiscal Council, 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 Board of Executive Officers; |
| (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 Board of Executive
Officers 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.
Paragraph 1 - 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.
Paragraph 2 - 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.
Paragraph 3 - The Company shall
be deemed obliged when represented:
| (a) | jointly by two (2) Officers; |
| (b) | jointly by one Officer and one attorney-in-fact, appointed pursuant to these Bylaws; |
| (c) | jointly by two attorneys-in-fact, appointed pursuant to these Bylaws; 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
FISCAL COUNCIL
ARTICLE 29 - The Company will have
a non-permanent Fiscal Council, composed of three (3) effective members and an equal number of alternates.
Paragraph 1 - The Fiscal Council
will only be established upon the request of the Company’s stockholder(s), in compliance with the applicable legislation.
Paragraph 2 - The Fiscal Council,
if established, shall approve its internal regulation, which shall establish the general rules of its operation, structure, organization
and activities.
Paragraph 3 - The investiture of
the Fiscal Council 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 Board of Executive Officers, prepare quarterly or half-yearly balance sheets.
CHAPTER VII
PROFIT DISTRIBUTION
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 Bylaws, 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 Paragraph 1 below
of these Bylaws. |
| (d) | the profit not used to constitute the reserve under the Paragraph 2 of this Article, nor retained pursuant
to Article 196 of Law 6,404/76, shall be distributed as additional dividend. |
Paragraph 1 - 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. |
Paragraph 2 - 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.
Paragraph 3 - The Company may
distribute, if authorized by the Board of Directors, interim dividends, to be approved by the General Meeting.
Paragraph 4 - 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 provided for 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 Fiscal Council 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 SIGNIFICANT STAKE IN
THE COMPANY
ARTICLE 36 - Any person, shareholder
or Group of Shareholders that acquires or becomes a holder, through a single transaction or through successive transactions (“Acquiring
Shareholder”): (a) of a direct or indirect interest equal to or greater than 25% (twenty-five percent) of the total shares issued
by the Company, excluding treasury shares; or (b) of any other rights of shareholders, including beneficial ownership or trust, over shares
issued by the Company that represent a percentage equal to or greater than 25% (twenty-five percent) of the total shares issued by the
Company, excluding treasury shares ("Relevant Interest"), must make a public offer for the acquisition of all the shares
issued by the Company (i.e., a takeover bid, known in Portuguese as 'OPA') or request a registration with CVM and B3, as the case may
be, within a maximum period of 30 (thirty) days from the date of the last transaction that resulted in achieving the level a a Relevant
Interest, with the following minimum requirements, observing the provisions of the applicable CVM standards, the B3 regulations and the
terms of this Article ("takeover bid" or "OPA"):
I. be forwarded 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.
Paragraph 1 - The execution of
the OPA takeover bid referred to in the caption of this Article shall not exclude the possibility of another person or stockholder, formulating
a concurrent OPA takeover bid, under the applicable regulation.
Paragraph 2 - The obligations contained
in Article 254-A of Law 6,404/76 and in Article 35 of these Bylaws do not exclude the Acquiring Stockholder from complying with the obligations
contained in this Article.
Paragraph 3 - The Acquiring Stockholder
shall be obliged to meet any ordinary requests or the requirements of CVM and B3 relating to the OPA takeover bid, within the maximum
terms as set forth in the applicable regulation.
Paragraph 4 - The obligation to
carry out an OPA takeover bid under the terms of this Article 36 does not apply in the event that a person, shareholder or Group of Shareholders
becomes the holder of shares issued by the Company if the achieved Relevant Participation results from: (a) corporate merger or acquisition
of shares involving the Company, (b) in the case of acquisition, through a private capital increase or subscription of shares carried
out in a primary offering by those who have preemptive rights or, in the case of acquisition, through a private capital increase or subscription
of shares carried out in a primary offer, due to the fact that the amount was not fully subscribed by those who have the preemptive right
or who did not have a sufficient number of interested parties in the corresponding distribution; and (c) in the case of public offerings
for the distribution of shares (including public offers with restricted placement efforts).
Paragraph 5 - 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.
Paragraph 6 - 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 people: (i) bound by a voting agreement (including, without limitation, any individual, company or organization, investment
fund, joint ownership, securities portfolio, universality of rights, or other form of organization that is residing, domiciled or headquartered
in Brazil or abroad), either directly or through controlled, controlling or jointly controlled companies; or (ii) among which there is
a controlling relationship; or (iii) under common control; or (iv) that act 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 Group of Stockholders.
“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 OPA takeover bid
referred to in Article 36 above may be waived by the General Meeting subject to the provisions below.
Paragraph 1 - The General Meeting
must be established on first call with the presence of shareholders representing at least two thirds (2/3) of the total outstanding shares.
Paragraph 2 - If the quorum of
Paragraph 1 is not reached, the General Meeting may be established on second call, with the presence of any number of shareholders holding
outstanding shares.
Paragraph 3 - The decision on the
waiver of the public offering of shares must take place by the majority of the votes of the shareholders holding outstanding shares present
at the General Meeting, excluding the votes of the Acquiring Shareholder.
CHAPTER XI
FINAL PROVISIONS
ARTICLE 38 - The Company, its shareholders,
management members, and members of the Fiscal Council, both acting and deputy members, if any, hereby undertake to settle through arbitration,
at the Market Arbitration Chamber ("Câmara de Arbitragem do Mercado"), according to its regulation, any dispute that may
arise between them, related to or arising from their status as issuer, shareholders, managers and members of the Fiscal Council (advisory
board), especially those arising from the provisions set forth in Law No. 6,385 of Dec. 7, 1976, Law No. 6,404/1976, the Company's Bylaws,
the National Monetary Council, the Central Bank of Brazil and the Securities and Exchange Commission (CVM), as well as other standards
applicable to the operation of the securities exchange market in general, in addition to those contained in the 'Novo Mercado' Regulation,
other B3 regulations, and the Novo Mercado Listing Agreement.
ARTICLE 39 - The Company shall
indemnify and hold harmless its managers, members of statutory committees, fiscal council members and other employees who hold the position
or management function in the Company, in the event of any damage or loss actually suffered by such persons by virtue of the regular exercise
of their functions in the Company, even if the beneficiary no longer holds the position or function for which he was elected or exercised
in the Company and/or any of its subsidiaries or affiliates ("Beneficiaries”).
Paragraph 1 - 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 Paragraph 4 below (“Indemnity Agreement”).
Paragraph 2 - 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.
Paragraph 3 - Without prejudice
to other situations provided for in the Indemnity Agreement, acts performed outside the exercise of the Beneficiaries’ duties that
are not in compliance with the applicable legislation, regulations, or administrative decisions, the Bylaws, 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 regulatory or governmental body or agency 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 provisions of the Indemnity Agreement.
Paragraph 4 - 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 amounts in US
dollars mentioned in these Bylaws shall be used only as a reference basis for monetary restatement and shall be converted into Brazilian
Real at the closing selling exchange rate for US dollars as disclosed by the Central Bank of Brazil.
ARTICLE 41 - Those matters not
expressly covered herein shall be settled pursuant to 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
|
| Date: May
27, 2024 |
By: /s/ Marcelo Pimentel
|
| |
|
Name: |
Marcelo Pimentel |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
|
By: /s/
Rafael Sirotsky Russowsky |
| |
|
Name: |
Rafael Sirotsky Russowsky |
| |
|
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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