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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:
undertakings of any nature;
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:
Article 5 and Article 17(g);
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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