Companhia Brasileira de Distribuição Holdings Shareholders' Meeting and Voting Guide

Companhia Brasileira de Distribuição Holdings Shareholders' Meeting and Voting Guide

The management of Companhia Brasileira de Distribuição (CBD) submits the following information on the matters to be resolved as per the management's proposal at the Annual and Extraordinary General Meeting of the Company (the "Meeting") to be held by videoconference only, including for voting purposes, on April 29, 2024, at 11 a.m. (according to the requirements of the Resolution of the Brazilian Securities and Exchange Commission ("CVM") No. 81, of March 29, 2022, as amended ("CVM Resolution 81")). This guide provides all the information necessary for shareholders to attend the meeting and to exercise their voting rights.

  1. INTRODUCTION
  2. REQUIREMENTS FOR SHAREHOLDERS TO ATTEND MEETINGS 2.1. Attendance at the meeting via the electronic system 2.2. Attendance through Distance Voting Ballots 2.3. Establishing the Fiscal Council
  3. MANAGEMENT'S PROPOSAL 3.1. Annual Shareholders' Meeting 3.1.1. I. Review of the management's accounts, as well as examination, discussion and voting of the Company's management report and financial statements for the fiscal year ended December 31, 2023 3.1.2. II. Offset of the accrued net loss recorded in the fiscal year ended December 31, 2023 through the use of part of the Company's profit reserves 3.1.3. III. Determination of the annual global remuneration of the Company's directors 3.2. Extraordinary Shareholders' Meeting 3.2.1. I. Approval of the Company's new "Incentive Plan Linked to the Granting of Shares and Stock Options" ("Incentive Plan") which will withdraw the Company's "Stock Option Plan and the Stock Option Compensation Plan", currently in force 3.2.2. II. Amendment of Article 4 of the Company's Bylaws to reflect the capital increases approved at the Meetings of the Board of Directors held on March 13, 2024 and on March 29, 2024 3.2.3. III. Amendment of items (l), (m) and (o) and paragraph 1st of article 17 of the Company's Bylaws, to adjust the powers of the Board of Directors 3.2.4. IV. Proposal to restate the Company's Bylaws
  4. CORPORATE APPROVALS Exhibit I - Approval of the Company's "Stock Option Plan and the Stock Option Compensation Plan" Exhibit II - Approval of the Company's "Incentive Plan Linked to the Granting of Shares and Stock Options" Exhibit III - Increase in the Company's capital stock, pursuant to the authorization granted by the Meeting to increase the capital stock up to a maximum amount of 1,397,291,076.62 BRL (hundred million reais and sixty-two centavos), to be subscribed to by issuing ordinary shares, without the issuance of preferred shares, pursuant to the authorization granted by the Meeting to increase the capital stock up to a maximum amount of 1,397,291,076.62 BRL (hundred million reais and sixty-two centavos), to be subscribed to by issuing preferred shares, pursuant to the authorization granted by the Meeting to increase the capital stock up to a maximum amount of 9,594,476,681.15 BRL (nine billion, five hundred ninety-four million, four hundred seventy-six thousand, six hundred eighty-one reais and fifteen centavos) Exhibit IV - Cancellation of the authorization granted by the Meeting to increase the capital stock Exhibit V - Election of the Company's "Stock Option Plan and the Stock Option Compensation Plan" Exhibit VI - Election of the Company's "Incentive Plan Linked to the Granting of Shares and Stock Options"

The proposals put forth by the management regarding the agendas for said meetings, along with detailed information about each topic, can be found in section 3 of this proposal.

Dear shareholders,

The management of Companhia Brasileira de Distribuição (CBD) submits below information on the matters to be resolved as per the management's proposal at the Annual and Extraordinary General Meeting of the Company (the "Meeting") to be held by videoconference only, including for voting purposes, on April 29, 2024, at 11 a.m. (according to the requirements of the Resolution of the Brazilian Securities and Exchange Commission ("CVM") No. 81, of March 29, 2022, as amended ("CVM Resolution 81")). This guide provides all the information necessary for shareholders to attend the meeting and to exercise their voting rights.

  1. REQUIREMENTS FOR SHAREHOLDERS TO ATTEND MEETINGS

Pursuant to the guidelines below, the Company will allow shareholders to attend meetings by:

  • Voting via electronic system during the meeting; or
  • Sending a distance voting ballot, which will be disclosed one ballot for voting on the matters to be resolved