MINUTE OF THE ANNUAL SHAREHOLDER’S MEETING
HELD ON OCTOBER 9TH, 2015
1. DATE, TIME AND LOCATION: on the ninth day of October, 2015, at 10 a.m., at the Companhia Brasileira de Distribuição (“Company“) headquarters, at Avenida Brigadeiro Luís Antônio, 3.142, in the Capital of the State of São Paulo.
2. CALL: Call Notice duly published in the Official Gazette of the State of São Paulo, in issues dated of September 9th, 10th and 11th, on pages 10, 25 and 8, respectively, and in “O Estado de S. Paulo” newspaper, in issues dated of September 9th, 10th and 11th, on pages B5, B15 and B9, respectively.
3. QUORUM: shareholders representing over two thirds (2/3) of the voting capital of the Company, pursuant to the signatures in the respective Shareholders Attendance Book, thus demonstrating compliance with the legal quorum for the Meeting to be held.
4. MEETING BOARD: Mr. Líbano Miranda Barroso, the Company’s Vice President of Operations, has taken presidency of the Meeting, pursuant to Article 9 of the By-Laws, who invited me, Marcelo Acerbi de Almeida, to act in the capacity of his Secretary.
5. ORDER OF BUSINESS: Election of members to the Board of Directors for a term of office that ends in the Annual Shareholder’s Meeting to be held on 2016.
6. SUMMARY OF RESOLUTIONS: The Shareholder’s Meeting, abstaining those legally disqualified:
6.1. Approved the election, by unanimity of the attending shareholders with voting rights, to the position of members of the Company’s Board of Directors Messrs. Carlos Mario Giraldo Moreno, Colombian, married, attorney at law, bearer of passport No. PE085281, resident at Carrera 48 nº 32 B Sur 139 Envigado, Colombia; Filipe da Silva Nogueira, French, married, administrator, bearer of passport No. 14FV03499, resident at Carrera 48 nº 32 B Sur 139 Envigado, Colombia, and Jose Gabriel Loaiza Herrera, Colombian, married, administrator, bearer of passport No. PE079042, resident at Carrera 48 nº 32 B Sur 139 Envigado, Colombia, the latter to replace Mr. Antoine Marie Rémi Lazare Giscard D’Estaing.
6.2. The elected Board of Directors members declare, under the penalties of law, not to have committed any of the crimes stated in the Brazilian Laws that would prevent them from exercising business activities, and are aware of the contents of Section 147 of Brazilian Law No. 6.404/1976. The elected members of the Board of Directors will take office upon execution of the corresponding Instruments of Title drafted in the relevant Book. Lastly, the attending shareholders thank Mr. Antoine Marie Rémi Lazare Giscard D’Estaing for the services rendered to the Company.
6.3. In view of the resolution above, the shareholders consolidated and ratified the formation of the Board of Directors, for the term of office that ends in the Annual Shareholder’s Meeting to be held on 2016, as follows: (i) Chairman: Jean-Charles Henri Naouri, (ii) Vice Chairman: Arnaud Daniel Charles Walter Joachim Strasser, (iii) Yves Desjacques, (iv) Carlos Mario Giraldo Moreno, (v) Filipe da Silva Nogueira, (vi) Jose Gabriel Loaiza Herrera, (vii) Roberto Oliveira de Lima, (viii) Luiz Augusto de Castro Neves, (ix) Eleazar de Carvalho Filho, (x) Luiz Aranha Corrêa do Lago, e (xi) Maria Helena dos Santos Fernandes Santana.
7. FILED DOCUMENTS: (a) Call Notice and (b) Management Proposal.
ADJOURNMENT: With nothing further to come before the meeting board, the works were adjourned for this minute to be drafted, as a summary, and which, upon being read and approved, was signed by the attending shareholders.
Click here to access the Minutes of the Extraordinary Shareholders´ Meeting.