Companhia Brasileira de Distribuiçao Netherlands Holding B.V. : Companhia Brasileira de Distribuiçao Netherlands B : Bylaws

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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, semi- manufactured or “in natura”, domestic or foreign, of all and any kind, nature or quality.

First Paragraph – The Company may also engage in the following activities:

  • 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;
  • international trade, including coffee;
  • import, distribution and marketing of cosmetic products for hygiene and toiletries, perfumery, sanitizing and household products, and food supplements
  • 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;
  • 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;
  • 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;
  • the rental of any recorded media;
  • the provision of services of photographic, cinematographic and similar studios;
  • the practice and management of real estate operations, buying, promoting subdivisions and development, renting and selling of own and third parties’ real estate;
  • 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;
  • the provision of data processing services;
  • 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;
  • the application of household sanitizing products;
  • 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;
  • 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;
  • the purchase, sale and distribution of books, magazines, newspapers, periodicals and the like;
  • the performance of studies, analysis, planning and market research;
  • to carry out tests for launching new products, packages and brands;
  • the elaboration of strategies and analyses of the sectorial behavior of sales, special promotions and advertising;
  • 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;
  • the leasing and sub-leasing of own or third-party movable property;
  • the rendering of services in the management area;
  • 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;

  • agency, brokerage or intermediation of securities and tickets;
  • 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;
  • rendering services of parking, lodging and guarding vehicles;
  • import of beverages, wines and vinegars;
  • trade in seeds and seedlings;
  • trade in telecommunications products; and
  • 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, Sixty- Four 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.

    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:

  • to amend the By-laws;
  • to elect or remove, at any time, members of the Company’s Board of Directors;
  • to elect or remove the Chairman and Co-Vice-Chairmen of the Board of Directors;
  • to examine, on an annual basis, the management accounts and resolve on the financial statements presented by them;
  • 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);

  • to resolve on evaluation of assets that the stockholder contributes for the formation of the capital stock;
  • 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;
  • to resolve on dissolution and liquidation of the Company and elect and dismiss liquidator(s);
  • to examine and approve the liquidator(s) accounts; and
  • 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.

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