Companhia Brasileira de Distribuiçao Netherlands B : Management Proposal and Participation Manual for the Extraordinary General Meeting to be held on January 11, 2024 - Form 6-K

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 December, 2023

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

Companhia Brasileira de Distribuição

CNPJ/MF 47.508.411/0001-56

NIRE 35.300.089.901

Management Proposal and Participation Manual for the Extraordinary General Meeting to be held on January 11, 2024.

São Paulo, December 10, 2023.

TABLE OF CONTENTS

1. INTRODUCTION

Dear Shareholders,

The management of Companhia Brasileira de Distribuição ("Company" or "GPA") hereby presents information about the matters to be resolved by proposal of the Management at the Company's Extraordinary General Meeting ("Meeting") to be held exclusively digitally, including for voting purposes, on January 11, 2024, at 11.00 a.m., pursuant to the Brazilian Securities Commission ("CVM") Resolution No. 81, of March 29, 2022, as amended ("CVM Resolution 81"), as well as the explanations required for the participation of Shareholders.

The Company has prepared this Management Proposal and Participation Manual to the Meeting ("Proposal") in compliance with good corporate governance and transparency practices, aiming to guide and clarify all its Shareholders about the matters that will be resolved, being its Investor Relations Department at disposal to clarify any additional questions.

At the Meeting, the following matters on the agenda will be resolved:

The Management's proposals on the items for the Meeting, as well as information on each of the matters, are detailed in item 3 of this Proposal.

São Paulo, December 10, 2023.

The Management

Companhia Brasileira de Distribuição

As per the guidelines below, the Company will admit the participation of Shareholders by: (i) voting via electronic system during the Meeting; or (ii) sending a Remote Voting Ballot, which is available on the Company's Investor Relations website (www. gpari.com.br) and on the websites of the CVM (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão ("B3") (www.b3.com.br), and may be sent through their respective custodian agents (if they provide this type of service), of Itaú Corretora de Valores S.A., which is the Company's bookkeeping agent ("Bookkeeping Agent") or directly to the Company by email, as indicated below ("Remote Voting Ballot").

The Shareholder who participates in the Meeting through the digital platform will be deemed present and signing of the minutes and the Shareholders' attendance book.

The Meeting will be held exclusively digitally. Shareholders or proxies/representatives who wish to participate in the Meeting through the digital platform must access the website https://www.tenmeetings.com.br/assembleia/portal/?id=03F4BC086C13, complete their registration and attach all documents necessary for their qualification to participate and/or vote at the Meeting, as indicated below, at least two (2) days prior to the date designated for the holding of the Meeting, that is, until January 9, 2024. Once the registration of the Shareholder is duly approved by the Company, the Shareholder will receive an individual login and password to access the platform using its e-mails.

The Proxy/representative must register with its data in the electronic address indicated above. After its registration is duly approved by the Company, he/she must, through the same link, indicate each Shareholder he/she will represent and attach all the documents indicated below. The proxy will receive an individual email regarding the qualification status of each registered Shareholder and will provide, if necessary, the complementation of the documents. The proxy that may represent more than one Shareholder will only be able to vote at the Meeting for the Shareholders whose qualification has been confirmed by the Company.

The following documents must be submitted by the Shareholders and/or their proxies/representatives, as the case may be, through the digital platform at the electronic address indicated above:

In order to ensure the participation of Shareholders, the Company will not require certified copies or notarization of documents issued and signed within Brazilian territory or the notarization, legalization/apostille and registration at the Office of Deeds and Documents in Brazil of those signed outside the country.

Furthermore, the Company will not require a sworn translation of documents that have been originally drawn up in Portuguese, French, English or Spanish languages, or that are accompanied by the respective translation into these languages, and it will be required in any other cases.

The following identity documents will be accepted, provided they have a valid photo RG, RNE, CNH, passport or officially recognized professional class cards.

Once the regularity of the proxy documents submitted under the terms above has been verified, after the qualification has been confirmed by the Company, the information and instructions for accessing the digital platform will be sent by email to each Shareholder (or their respective proxy/representative, as the case may be) who has duly registered, including, but not limited to, the login and individual access password, which will authorize only a single access to the Meeting.

Such information and guidance will be sent exclusively to the email address informed in the registration.

If the Shareholder (or the respective proxy/representative, as the case may be) has not received the aforementioned instructions, he/she must contact the Company via email at societario@multivarejogpa.com.br, with a copy to gpa.ri@gpabr.com, and no later than two (2) hours before the Meeting's starting time, so that the instructions may be forwarded to him/her.

If it is necessary to complement the documents and/or provide additional clarifications in relation to the documents sent for registration purposes, the Company will contact the Shareholder (or his/her respective proxy/representative, as the case may be) to request such document complementation and/or additional clarifications in sufficient time to enable the information and guidelines for accessing the digital platform to be sent within the period referred to above.

Accredited Shareholders or proxies/representatives, as the case may be, undertake: (i) to use the individual invitations solely and exclusively for the remote monitoring of the Meeting; (ii) not to transfer or disclose, in whole or in part, the individual invitations to any third party, Shareholder or not, and the invitation is non-transferable; and (iii) not to record or reproduce, in whole or in part, nor transfer, to any third party, Shareholder or not, the content or any information transmitted by virtual means during the holding of the Meeting.

Access to the electronic system of the Meeting will be restricted to Shareholders (or its respective proxy/representative, as the case may be) who register by January 9, 2024 and log on to the digital platform until the opening of the works. On the date of the Meeting, the link to access the digital platform will be available as of thirty (30) minutes prior to the time of the beginning of the Meeting, and the registration of the presence of the Shareholder via the electronic system will only occur by accessing the link, in accordance with the instructions indicated herein. The access of participants that do not hold shares of the Company and/or failed in sending the respect updated extract containing its share equity, duly issued by the custodian entity, shall not be permitted.

The access to the platform must be exclusively by computer and the Company recommends that Shareholders test and familiarize themselves with the digital platform beforehand, and access it at least thirty (30) minutes before the beginning of the Meeting in order to avoid possible operational problems with its use on the day of the Meeting.

The Company will not be responsible for connection problems of Shareholders or their proxies/representatives, as the case may be, or any other situation that is not under its control. Shareholders who do not receive the link for participation or have any other questions should contact the Investor Relations Department and/or the Corporate Legal Department at gpa.ri@gpabr.com and societario@multivarejogpa.com.

The Shareholders interested in exercising their voting rights by means of the Remote Voting Ballot, pursuant to CVM Resolution 81, should (a) fill out the Remote Voting Ballot, according to the filling out guidelines contained therein; and (b) send it (i) directly to the Company by email; or (ii) to the Bookkeeping Agent; or (iii) to their respective custodian agents (if they provide this type of service), according to the following instructions:

I. Sending the Remote Voting Ballot directly to the Company: The Shareholder shall send by email, with acknowledgment of receipt to the Corporate Legal Department (societario@multivarejogpa.com), the Remote Voting Ballot (completed, initialed and signed, without the need for notarization, according to the filling guidelines contained therein) accompanied by the copy of the documents listed in item 2.1 above. For this Meeting, the Company will accept the Remote Voting Ballot signed electronically, preferably with ICP-Brazil certification; or

II. Sending the Remote Voting Ballot to the Company's Custodian Agent or Bookkeeping Agent: The Shareholders holding stocks issued by the Company deposited in a central depository may transmit the voting instructions for completing the Remote Voting Ballot by means of their respective custodian agents, if they provide this type of service. The Shareholders whose stocks are not deposited with a central depository may transmit their voting instructions to the Company's Bookkeeping Agent, through the channels provided by it. The delivery of the Remote Voting Ballot will be subject to the rules, guidelines and deadlines set by each Custodian Agent or the Bookkeeping Agent, as the case may be. To this end, the Shareholder should contact them and check the procedures, documents and information they establish for issuing voting instructions through the Remote Voting Ballot.

The Remote Voting Ballot is available on the websites of the Company (www.gpari.com.br), the CVM (www.cvm.gov.br) and B3 (www.b3.com.br).

In all cases, for the Remote Voting Ballot to be effective, January 4, 2024 (i.e., seven (7) days before the date of the Meeting) shall be the last day for its receipt by one of the above means, and not the last day for its mailing. If the Remote Voting Ballot is received after January 4, 2024, the votes will not be counted.

The Company's Management submits to the Meeting the proposals described below.

In accordance with the existing Bylaws, the Board of Directors has the authority to increase the Company's capital stock by a maximum of 400,000,000 (four hundred million) common shares. At present, the Company has already received subscriptions and payments for 270,139,069 (two hundred and seventy million, one hundred and thirty-nine thousand, and sixty-nine) common shares.

In line with the Material Fact disclosed on December 11, 2023, the Company has initiated preliminary works for a potential offer of primary distribution of shares of the Company, in consonance with CVM Resolution No. 160, of July 13^th 2022, for the estimated value of R$ 1 billion ("Potential Offer"). As part of this initiative, an increase in the authorized capital to a maximum of 800,000,000 (eight hundred million) common shares issued by the Company is proposed to enable the execution of the Potential Offer.

In accordance with CVM Resolution 81, the origin and rationale behind the amendment to the Company's Bylaws proposed above, as well as the analysis of its legal and economic implications, are thoroughly explained in Schedule III of this Proposal. Furthermore, Schedule IV of this Proposal includes the restated Bylaws with the highlighted amendments.

As of the present date, the Company's Board of Directors is comprised of eight (8) members, with five (5) members being appointed by its controlling shareholder, Casino Guichard Perrachon ("Casino"), and three (3) independent members.

In the context of the preliminary studies and strategic planning for the Potential Offer, , the Management of the Company proposes the election of a new slate for the Board Of Directors, conditioned upon the settlement of the Potential Offering and with the commencement of their mandate term 30 (thirty) days after the closing of the Potential Offering.

The new slate proposed by the Company's management to be elected at the extraordinary shareholders' meeting results from the aligned decision between the Company's management and Casino and is composed of 9 (nine) members, being 6 (six) independent members, 2 (two) members indicated by Casino and 1 (one) member representing the management of the Company, as detailed below. The composition proposed herein is in line with the expected dilution of Casino.

Accordingly, the Company's Management proposes that the Board is composed of 9 (nine) members and also the election of the members referred to hereinabove, subject to the settlement of the Potential Offer.

After the election with the settlement of the Potential Offer, the members will take office in 30 (thirty) days thereafter to comply with the unified mandate 2024-2026, that is, until the annual general meeting that will resolve on the Company's financial statements for the fiscal year ending on December 31, 2025.

If the Potential Offer is not made effective until the convening of the Annual General Meeting that will resolve on the Company's financial statements for the fiscal year ending December 31, 2023 ("AGM"), the approval of the conditional election, if obtained, will lose its effectiveness, and the Company will include the election of the Board of Directors for the 2024-2026 mandate on the AGM agenda.

Pursuant to the provisions of article 11, item I, of CVM Resolution 81, the Management provides in Schedule I of this Proposal the information contained in sections 7.3 to 7.6 of the Company's Reference Form related to said members of the Board of Directors.

II.A. Method of Voting

Considering that the proposal for the Board of Directors to be composed of 9 (nine) members, (i) all members of the Board of Directors shall be elected by majority vote or multiple vote (if required under the law), or (ii) if a member of the Board of Directors is elected by separate vote (if required by the law), the other members of the Board of Directors shall be elected by majority vote or multiple vote (if required by the law).

Shareholders of The Company, whether acting individually or jointly, and holding at least 10% (ten percent) of the voting capital stock, have the authority to elect a member of the Board of Directors through a separate vote. This election can be carried out without the participation of the controlling shareholder. The Company's shareholders representing at least 5% (five percent) of the voting capital stock, whether individually or jointly, may request to the Company, in writing, the adoption of the multiple voting process. This is an election procedure whereby each share is assigned as many votes as there are positions to be filled on the board of directors, and every shareholder is entitled to accumulate the votes in a single candidate or distribute them among several ones.

Pursuant to Law No. 6,404, of December 15, 1976, as amended ("Brazilian Corporations Act"), shareholders who intend to request the adoption of the multiple voting process must do so up to 48 (forty-eight) hours before the Meeting, and it is up to the corresponding meeting's chairperson and secretary that directs the work of the Meeting to inform the shareholders in advance, in view of the Attendance Book, about the number of votes required for the election of each member of the Board of Directors.

If the election of the Board of Directors' members is made by the multiple voting system combined with the separate vote, the Brazilian Corporations Act guarantees the controlling shareholders the right to elect directors in a number greater than those elected by the other shareholders, regardless of the number of members determined to compose the Board. In this case, election by separate vote shall be performed prior to election by multiple vote. The votes used in a separate vote may not be used again for the election of other members of the board of directors at the Meeting, either by majority vote or by multiple vote (if required, pursuant to the applicable legislation).

II.B. How Board of Directors' members are deemed as independent members

Under the Novo Mercado Regulation, the independence of the Board of Directors' members must be scrutinized considering the objective requirement of prevention from exercising the company's management-which, once verified, prevent them to be deemed an independent director-as well as and subjective parameters that take into account the person's relationship with the Company, its controlling shareholder and managers, and the potential of such relationship to affect the independence of the board of directors.

In this sense, under article 16, paragraph 1, of the Novo Mercado Regulation, the following criteria prevent a director from being considered independent:

In case any of the prevention cases hereinabove is verified, the candidate at issue may be elected a member of the Board of Directors, but he or she cannot not be characterized as an "independent director" pursuant to the Novo Mercado Regulation. If the nominee does not fulfill any of the aforementioned impediment cases, certain relationships of the candidate that, due to their characteristics, magnitude and extent, may imply a loss of independence, pursuant to article 16, paragraph 2 of the Novo Mercado Regulation, must also be analyzed.

After these considerations and based on the information provided by the candidates on the Board of Directors' analysis report approved at the meeting held on December 10, 2023, in Schedule II to this Proposal, the management considers that the following candidates meet the independence criteria provided for in the Novo Mercado Regulation: Renan Bergmann, Eleazar de Carvalho Filho, Luiz Augusto de Castro Neves, José Luis Gutierrez, Márcia Nogueira de Mello e Rachel de Oliveira Maia.

Thus, the Management hereby proposes that such members, if elected, are deemed as independent directors.

The Management hereby proposes the inclusion of the activity of managing intangible financial assets in the first paragraph of Article 2 of the Company's Bylaws, once that such activity is already made by the Company within the scope of the management of its brands, patents, customer portfolio, and know-how, related to the Company's corporate purpose.

Considering that the proposed change hereinabove do not imply a change in the Company's corporate purpose, but only a detailing of already existing activities, the right of withdrawal provided for in article 137 of the Brazilian Corporations Act is not applicable.

Under the terms of article 13 of the Company's Bylaws, there may be appointed up to 2 members of the Board of Directors as Co-Vice-Presidents of such body, and the competence for the respective election, as well as for the election of the President of the Board of Directors, if of the General Meeting, according to item "iii" of article 8 of the Bylaws.

The Management of the Company proposes the modification of article 13 to set forth that the Board of Directors may have only one Vice-President, simplifying the organizational structure of the Company, with consequential modification of the articles of the Bylaws that mention the Co-Vice-President(s), which are article 8, paragraph 1^st of article 14 and article 15.

Further, the Management of the Company proposes that the Board of Directors itself be competent for nominating the President and Vice-President of the Board of Directors, instead of the General Meeting, with the consequential exclusion of item (iii) of article 8 and modification of the wording of article 13 of the Company's bylaws. With that, the members of the body may determine its organizational structure.

In accordance with CVM Resolution 81, the origin and rationale behind the amendment to the Company's Bylaws proposed above, as well as the analysis of its legal and economic implications, are thoroughly explained in Schedule III of this Proposal. Furthermore, Schedule IV of this Proposal includes the restated Bylaws with the highlighted amendments.

The Management hereby proposes that the Company's Bylaws are amended and restated to reflect the changes proposed in sections I, III and IV above, according to Schedule IV of this Proposal.

4.Corporate Approvals

This proposal was approved by the Company's Board of Directors at meeting held on September December 10, 2023, according to the minutes that are available at the Company's head office and on the Company's website (www.gpari.com.br), Brazilian Securities and Exchange Commission (www.cvm.gov.br) and B3 (www.b3.com.br).

Schedule I

Items 7.3 to 7.6 of the Company's Reference Form

7.3 Composition and professional experience of the management and the fiscal council

a. Name

b. date of birth

c. occupation

d. Taxpayers' ID. (CPF) or passport number

e. elective position held

f. date of election

g. date of entry into office

h. term of office

i. whether he/she was elected by the controlling shareholder or not

j. whether he/she is an independent member, under the specific regulations applied to the matter

k. if the management member or fiscal council member has been exercising consecutive terms of office, the date of commencement of the first of such terms of office

l. major professional experiences over the past 5 years, highlighting, if applicable, positions and functions held in (i) the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer.

m. provide a description of any of the following events that have taken place within the past five years:

i. criminal conviction

ii. A conviction in an administrative proceeding conducted by the CVM, the Central Bank of Brazil, or the Superintendence of Private Insurance (SUSEP), along with the corresponding penalties

iii. any final and unappealable decisions, either in legal/court or administrative proceedings, which has prevent him/her from performing any professional or business activities

7.4 Provide the information specified in section 7.3 pertaining to members of statutory committees, as well as audit, risk, financial, and remuneration committees, irrespective of whether these committees or structures are statutory or not

7.5. Family relationships

Justification for not completing this field:

Not applicable at present, as there are no marital relationships, common-law marriages, or second-degree kinships with managers of the Company, subsidiaries, or controlling shareholders.

7.6. Relationship involving subordination, service provision, and control

Schedule II

Board of Directors Report

INDEPENDECE REPORT OF THE CANDIDATES NOMINATED TO THE BOARD OF DIRECTORS

This report embodies the analysis and conclusions regarding the suitability of the candidates nominated to the Company's Board of Directors ("Report") in relation to the person's qualification as an independent director for purposes of the Novo Mercado Regulation ("Novo Mercado Regulation"), special segment of B3 S.A. - Brasil, Bolsa, Balcão ("B3").

According to the Novo Mercado Regulation, the analysis of the independence of the members of the Board of Directors must be carried out in light of objective impediments, which, once verified, prevent the qualification of independent director, and subjective parameters that take into account the relationship of the person with the Company, its controlling shareholder and managers, and the possibility of such a relationship affecting the independence of the board member. The following are considered impediments to the characterization of an independent director, under the terms of article 16, paragraph 1, of the Novo Mercado Regulation:

If the nominee does not fulfill any of the events of impediment mentioned above, certain relationships of the candidate that, due to their characteristics, magnitude and extent, may imply a loss of independence must also be analyzed.

According to article 16, paragraph 2, of the Novo Mercado Regulation, the following relationships must be analyzed:

Are appointed to compose the Board of Directors as independent directors, with a unified term of office of 2 (two) years, to end at the annual general meeting that approves the management accounts for the fiscal year ending December 31, 2025, the following members: Renan Bergmann, Eleazar de Carvalho Filho, Luiz Augusto de Castro Neves, José Luis Gutierrez, Márcia Nogueira de Mello and Rachel de Oliveira Maia.

In relation to the directors now appointed to occupy the positions of independent members, we understand, based on the information provided and on the statements presented by each of the candidates to the members of the Company's Board of Directors, that such nominees comply with the independence requirements established in the Novo Mercado Regulation, and, therefore, shall be considered as suitable for the exercise of the functions to which they compete.

São Paulo, December 10, 2023. .

DECLARATION OF INDEPENDENCE OF A CANDIDATE FOR THE BOARD OF DIRECTORS

Mr. ELEAZAR DE CARVALHO FILHO, Brazilian, married, economist, holder of identity card No. 11.620.489, SSP/SP and registered in the Cadastro de Pessoas Físicas do Ministério da Fazenda, the individual taxpayer registry of Brazil´s finance Ministry, under No. 382.478.170-78, resident and domiciled in the city of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000, in this act, in view of his appointment to the position of independent member of the Board of Directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held company with authorized capital, registered in the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda, the national registry of legal entities of Brazil´s finance Ministry, under No. 47.508.411/0001-56, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000 ("Company"), declares, under the penalties of the law, for the purposes of article 17, item I, of the Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation"), that it meets the independence criteria established in the Novo Mercado Regulations, in view of the following:

(a) is not a controlling shareholder, direct or indirect, of the Company;

(b) its voting exercise at the meetings of the Company's Board of Directors is not bound by a shareholders' agreement;

(c) has no marriage or kinship relationship with the controlling shareholder, managers of the Company or managers of the controlling shareholder;

(d) has not been, in the last 3 (three) years, an employee or officer of the Company or its controlling shareholder;

(e) is not related, by affinity, to the controlling shareholder, to the Company's manager or to the Company's controlling shareholder;

(f) has not had an employment relationship or held a position as a director in affiliated, controlled, or common control companies of the Company in the last 3 (three) years;

(g) does not have business relations with the Company, its controlling shareholder or affiliated, controlled, or common control companies of the Company;

(h) does not hold a position in a company or entity that has business relations with the Company or its controlling shareholder; and

(i) does not receive any other remuneration from the Company, its controlling shareholder, affiliated, controlled companies, or companies under common control other than that related to acting as a member of the Board of Directors or committees of the Company, its controlling shareholder, its affiliated, controlled or common control companies, except for cash proceeds arising from participation in the Company's capital stock and benefits arising from supplementary pension plans.

São Paulo, 10 December 2023.

____________________________________

ELEAZAR DE CARVALHO FILHO

DECLARATION OF INDEPENDENCE OF A CANDIDATE FOR THE BOARD OF DIRECTORS

Mr. LUIZ AUGUSTO DE CASTRO NEVES, Brazilian, married, retired diplomat, holder of identity card No. 02.107.138-6, DETRAN/RJ and registered in the Cadastro de Pessoas Físicas do Ministério da Fazenda, the individual taxpayer registry of Brazil´s finance Ministry, under No. 046.432.327-49, resident and domiciled in the city of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000, in this act, in view of his appointment to the position of independent member of the Board of Directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held company with authorized capital, registered in the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda, the national registry of legal entities of Brazil´s finance Ministry, under No. 47.508.411/0001-56, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000 ("Company"), declares, under the penalties of the law, for the purposes of article 17, item I, of the Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation"), that it meets the independence criteria established in the Novo Mercado Regulations, in view of the following:

(a) is not a controlling shareholder, direct or indirect, of the Company;

(b) its voting exercise at the meetings of the Company's Board of Directors is not bound by a shareholders' agreement;

(c) has no marriage or kinship relationship with the controlling shareholder, managers of the Company or managers of the controlling shareholder;

(d) has not been, in the last 3 (three) years, an employee or officer of the Company or its controlling shareholder;

(e) is not related, by affinity, to the controlling shareholder, to the Company's manager or to the Company's controlling shareholder;

(f) has not had an employment relationship or held a position as a director in affiliated, controlled, or common control companies of the Company in the last 3 (three) years;

(g) does not have business relations with the Company, its controlling shareholder or affiliated, controlled, or common control companies of the Company;

(h) does not hold a position in a company or entity that has business relations with the Company or its controlling shareholder; and

(i) does not receive any other remuneration from the Company, its controlling shareholder, affiliated, controlled companies, or companies under common control other than that related to acting as a member of the Board of Directors or committees of the Company, its controlling shareholder, its affiliated, controlled or common control companies, except for cash proceeds arising from participation in the Company's capital stock and benefits arising from supplementary pension plans.

São Paulo, 10 December 2023.

____________________________________

LUIZ AUGUSTO DE CASTRO NEVES

DECLARATION OF INDEPENDENCE OF A CANDIDATE FOR THE BOARD OF DIRECTORS

Mr. RENAN BERGMANN, Brazilian, married, engineer, holder of identity card No. 10.055.164-79, SSP/RS and registered in the Cadastro de Pessoas Físicas do Ministério da Fazenda, the individual taxpayer registry of Brazil´s finance Ministry, under No. 202.104.690-72, resident and domiciled in the city of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000, in this act, in view of his appointment to the position of independent member of the Board of Directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held company with authorized capital, registered in the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda, the national registry of legal entities of Brazil´s finance Ministry, under No. 47.508.411/0001-56, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000 ("Company"), declares, under the penalties of the law, for the purposes of article 17, item I, of the Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation"), that it meets the independence criteria established in the Novo Mercado Regulations, in view of the following:

(a) is not a controlling shareholder, direct or indirect, of the Company;

(b) its voting exercise at the meetings of the Company's Board of Directors is not bound by a shareholders' agreement;

(c) has no marriage or kinship relationship with the controlling shareholder, managers of the Company or managers of the controlling shareholder;

(d) has not been, in the last 3 (three) years, an employee or officer of the Company or its controlling shareholder;

(e) is not related, by affinity, to the controlling shareholder, to the Company's manager or to the Company's controlling shareholder;

(f) has not had an employment relationship or held a position as a director in affiliated, controlled, or common control companies of the Company in the last 3 (three) years;

(g) does not have business relations with the Company, its controlling shareholder or affiliated, controlled, or common control companies of the Company;

(h) does not hold a position in a company or entity that has business relations with the Company or its controlling shareholder; and

(i) does not receive any other remuneration from the Company, its controlling shareholder, affiliated, controlled companies, or companies under common control other than that related to acting as a member of the Board of Directors or committees of the Company, its controlling shareholder, its affiliated, controlled or common control companies, except for cash proceeds arising from participation in the Company's capital stock and benefits arising from supplementary pension plans.

São Paulo, 10 December 2023.

____________________________________

RENAN BERGMANN

DECLARATION OF INDEPENDENCE OF A CANDIDATE FOR THE BOARD OF DIRECTORS

Mr. JOSÉ LUIS GUTIÉRREZ PÉREZ, Spanish, married, consultant, holder of XDC406025 passport, with business address at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000, in this act, in view of his appointment to the position of independent member of the Board of Directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held company with authorized capital, registered in the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda, the national registry of legal entities of Brazil´s finance Ministry, under No. 47.508.411/0001-56, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000 ("Company"), declares, under the penalties of the law, for the purposes of article 17, item I, of the Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation"), that it meets the independence criteria established in the Novo Mercado Regulations, in view of the following:

(a) is not a controlling shareholder, direct or indirect, of the Company;

(b) its voting exercise at the meetings of the Company's Board of Directors is not bound by a shareholders' agreement;

(c) has no marriage or kinship relationship with the controlling shareholder, managers of the Company or managers of the controlling shareholder;

(d) has not been, in the last 3 (three) years, an employee or officer of the Company or its controlling shareholder;

(e) is not related, by affinity, to the controlling shareholder, to the Company's manager or to the Company's controlling shareholder;

(f) has not had an employment relationship or held a position as a director in affiliated, controlled, or common control companies of the Company in the last 3 (three) years;

(g) does not have business relations with the Company, its controlling shareholder or affiliated, controlled, or common control companies of the Company;

(h) does not hold a position in a company or entity that has business relations with the Company or its controlling shareholder; and

(i) does not receive any other remuneration from the Company, its controlling shareholder, affiliated, controlled companies, or companies under common control other than that related to acting as a member of the Board of Directors or committees of the Company, its controlling shareholder, its affiliated, controlled or common control companies, except for cash proceeds arising from participation in the Company's capital stock and benefits arising from supplementary pension plans.

São Paulo, 10 December 2023.

____________________________________

JOSÉ LUIS GUTIÉRREZ PÉREZ

DECLARATION OF INDEPENDENCE OF A CANDIDATE FOR THE BOARD OF DIRECTORS

Mrs. MÁRCIA NOGUEIRA DE MELLO, Brazilian, divorced, IT analyst, holder of identity card No. 14.009.094-0 and registered in the Cadastro de Pessoas Físicas do Ministério da Fazenda, the individual taxpayer registry of Brazil´s finance Ministry, under No. 073.030.808-13, resident and domiciled in the city of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000, in this act, in view of his appointment to the position of independent member of the Board of Directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held company with authorized capital, registered in the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda, the national registry of legal entities of Brazil´s finance Ministry, under No. 47.508.411/0001-56, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000 ("Company"), declares, under the penalties of the law, for the purposes of article 17, item I, of the Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation"), that it meets the independence criteria established in the Novo Mercado Regulations, in view of the following:

(a) is not a controlling shareholder, direct or indirect, of the Company;

(b) its voting exercise at the meetings of the Company's Board of Directors is not bound by a shareholders' agreement;

(c) has no marriage or kinship relationship with the controlling shareholder, managers of the Company or managers of the controlling shareholder;

(d) has not been, in the last 3 (three) years, an employee or officer of the Company or its controlling shareholder;

(e) is not related, by affinity, to the controlling shareholder, to the Company's manager or to the Company's controlling shareholder;

(f) has not had an employment relationship or held a position as a director in affiliated, controlled, or common control companies of the Company in the last 3 (three) years;

(g) does not have business relations with the Company, its controlling shareholder or affiliated, controlled, or common control companies of the Company;

(h) does not hold a position in a company or entity that has business relations with the Company or its controlling shareholder; and

(i) does not receive any other remuneration from the Company, its controlling shareholder, affiliated, controlled companies, or companies under common control other than that related to acting as a member of the Board of Directors or committees of the Company, its controlling shareholder, its affiliated, controlled or common control companies, except for cash proceeds arising from participation in the Company's capital stock and benefits arising from supplementary pension plans.

São Paulo, 10 December 2023.

____________________________________

MÁRCIA NOGUEIRA DE MELLO

DECLARATION OF INDEPENDENCE OF A CANDIDATE FOR THE BOARD OF DIRECTORS

Mrs. RACHEL DE OLIVEIRA MAIA, Brazilian, accountant, single, holder of identity card No. 20.091.578-2 and registered in the Cadastro de Pessoas Físicas do Ministério da Fazenda, the individual taxpayer registry of Brazil´s finance Ministry, under No. 143.363.438-45, resident and domiciled in the city of São Paulo, State of São Paulo, with business address at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000, in this act, in view of his appointment to the position of independent member of the Board of Directors of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held company with authorized capital, registered in the Cadastro Nacional de Pessoa Jurídica do Ministério da Fazenda, the national registry of legal entities of Brazil´s finance Ministry, under No. 47.508.411/0001-56, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Luís Antônio, nº 3.142, Jardim Paulista, CEP 01402-000 ("Company"), declares, under the penalties of the law, for the purposes of article 17, item I, of the Novo Mercado Regulation of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation"), that it meets the independence criteria established in the Novo Mercado Regulations, in view of the following:

(a) is not a controlling shareholder, direct or indirect, of the Company;

(b) its voting exercise at the meetings of the Company's Board of Directors is not bound by a shareholders' agreement;

(c) has no marriage or kinship relationship with the controlling shareholder, managers of the Company or managers of the controlling shareholder;

(d) has not been, in the last 3 (three) years, an employee or officer of the Company or its controlling shareholder;

(e) is not related, by affinity, to the controlling shareholder, to the Company's manager or to the Company's controlling shareholder;

(f) has not had an employment relationship or held a position as a director in affiliated, controlled, or common control companies of the Company in the last 3 (three) years;

(g) does not have business relations with the Company, its controlling shareholder or affiliated, controlled, or common control companies of the Company;

(h) does not hold a position in a company or entity that has business relations with the Company or its controlling shareholder; and

(i) does not receive any other remuneration from the Company, its controlling shareholder, affiliated, controlled companies, or companies under common control other than that related to acting as a member of the Board of Directors or committees of the Company, its controlling shareholder, its affiliated, controlled or common control companies, except for cash proceeds arising from participation in the Company's capital stock and benefits arising from supplementary pension plans.

São Paulo, 10 December 2023.

____________________________________

RACHEL DE OLIVEIRA MAIA

Schedule III

Origin Report and Justification of Proposed Amendments

(According to article 12, II, of CVM Resolution 81)

Below is a chart comparing the version currently in effect and the proposed amendments in the Company's By-laws.

In relation to the economic and/or legal effects of the changes proposed below, the Company does not foresee relevant impacts as a result of the proposed changes, being important to emphasize that (i) as regards the modification suggested in item II of this Proposal, this is not a change in the Company's corporate purpose and, therefore, the withdrawal right provided for in article 137 of the Brazilian Corporation Law shall not be applicable; and (ii) in relation to the modification suggested in item III of this Proposal, such modification aims solely to adequate the Company's Bylaws to the current equity situation of the Company, due to the segregation of its businesses from those of Éxito.

Schedule III

Consolidated Bylaws

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, semimanufactured or "in natura", domestic or foreign, of all and any kind, nature or quality, with the exploration of the supermarket field, that includes, but is not limited to, minimarkets, supermarkets and hypermarkets, as well as restaurants, snack bars and other similar food courts within the perimeter of the establishments operated by the Company.

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

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, eight hundred and seven million, one hundred and sixty seven thousand, four hundred and fifty five reais and eighty three centavos (R$1,807,167,455.83), 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)Eight Hundred Million (800,000,000) 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- ChairmanChairmen of the Board of Directors and shall have the following duties:

(i) to amend the By-laws;

(ii) to elect or remove, at any time, members of the Company's Board of Directors;

(iii) to elect or remove the Chairman and Co-Vice-Chairmen of the Board of Directors;

(iv) (iii) to examine, on an annual basis, the management accounts and resolve on the financial statements presented by them;

(v)(iv) 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);

(vi)(v) to resolve on evaluation of assets that the stockholder contributes for the formation of the capital stock;

(vii)(vi) to resolve on transformation, merger, in Company (including merger of stocks) and spin-off of the Company, or any other form of restructuring of the Company;

(viii)(vii) to resolve on dissolution and liquidation of the Company and elect and dismiss liquidator(s);

(ix)(viii) to examine and approve the liquidator(s) accounts; and

(x)(ix) 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.

Section I

Board of Directors

ARTICLE 12 - The Board of Directors is composed of at least seven (7) and at most nine (9) members, elected and removable by the General Meeting, with a unified term of two (2) years, and reelection is allowed.

First Paragraph - In the event of a vacancy in the position of Director, the Board of Directors will be responsible for electing a substitute to fill the position on a definitive basis until the end of the respective mandate. In case of simultaneous vacancy of most of the positions, the General Meeting will be called to proceed with a new election.

Second Paragraph - Of the members of the Board of Directors, at least two (2) or twenty percent (20%), whichever is greater, shall be independent directors, as defined in the Novo Mercado Regulations. The characterization of the nominees to the Board of Directors as independent directors shall be resolved at the General Meeting that elects them, and the member(s) of the Board of Directors elected by means of the power set out in Article 141, §§ 4 and 5 of Law no. 6,404/76, in the case of a vacancy in the Board of Directors, shall also be considered independent. 6.404/76, in the event of a controlling stockholder.

Third Paragraph - When, as a result of the calculation of the percentage referred to in the paragraph above, the result generates a fractional number, the Company shall round it up to the next whole number.

ARTICLE 13 - The Board of Directors will have one (1) Chairman and up to two (2) Co-Vice-Chairmen one (1) Vice-Chairman, elected by the General Meetingthe members of the Board of Directors, in the next meeting to take place after the term of office of such members.

First Paragraph - The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive of the Company may not be accumulated by the same person.

Second Paragraph - In the event of a vacancy in the Chairman's position or in the Chairman's absence, the Co-Vice-Chairman with the longest consecutive terms in the Company will automatically take over such position, remaining there until the end of the respective term or, until a new member is nominated by the Board of Directors in case a General Meeting is called for the election of a new Chairman, until his respective investiture.

Third Paragraph - In the event of a vacancy in any of the Co-Vice Chairman, the Board of Directors may elect an alternate to remain in the position until the end of the respective term.

Fourth Paragraph - In the absence of the President, the meetings of the Board of Directors shall be presided over alternately and successively by the Co-Vice- ChairmanChairmen, such alternation beginning with the Co-Vice-Chairman with the greatest number of consecutive terms in the Company.

ARTICLE 14 - The Board of Directors will meet, ordinarily, at least six times a year, to review the financial results and other results of the Company and to review and monitor the annual investment plan, and, extraordinarily, at any time, whenever necessary.

First Paragraph - The President or, in the President's absence, any of the Co-Vice- ChairmanChairmen, shall call the meetings of the Board of Directors, on their own initiative or at the written request of any Board member.

Second Paragraph - The calls for the meetings of the Board of Directors shall be made by electronic means or letter, at least seven (7) days in advance of the date of each meeting, specifying time and place for the meeting on first and, if applicable, on second call, and including the agenda. Any proposal and all documentation necessary and related to the agenda must be made available to the Directors. The call may be waived whenever all of the Directors in office are present at the meeting, or by prior written agreement of the absent Directors.

Third Paragraph - The minimum "quorum" required for the convening of the meetings of the Board of Directors is the presence of at least half of its acting members, on first call, and of any number of directors, on second call, considering present, including those represented as authorized by these By-laws.

ARTICLE 15 - The meetings of the Board of Directors will be presided over by its Chairman and in his absence, by the any of its Co-Vice- ChairmanChairmen of the Board of Directors, considering the alternation rule provided in fourth paragraph of Article 13.

First Paragraph - The resolutions of the Board of Directors will be made by the favorable vote of the majority of its members. The directors may participate in the meetings of the Board of Directors by means of conference call, videoconference or by any other means of electronic communication that allows the identification of the director and simultaneous communication with all other persons present at the meeting. In this case, the directors will be considered present at the meeting and must subsequently sign the corresponding minutes.

Second Paragraph - In the event of absence or temporary prevention of any director, the absent director may indicate, in writing, from among the other members of the Board of Directors, the one who will replace him/her. In this case, the director who is replacing the temporarily absent or prevented director, in addition to his own vote, will express the vote of the replaced director.

ARTICLE 16 - The Board of Directors shall approve any amendments to the By-laws and shall elect an Executive Secretary, who shall be responsible for performing the duties defined in the By-laws, as well as issuing certificates and attesting, before third parties, the authenticity of the resolutions of the Board of Directors.

ARTICLE 17 - In addition to the powers established by law, the Board of Directors is in charge of:

First Paragraph - In the case of resolutions to be taken by the corporate bodies of companies that are controlled by the Company, or in which the Company elects members of the Board of Directors or Management Board, the Board of Directors will be in charge of guiding the vote of the Company's managers, in the case of decisions taken at a General Meeting, stockholders' meeting 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 is classified into items (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 controlled or invested companies.

Second Paragraph - The Board of Directors will approve a policy for transactions with related parties, and may establish specific jurisdictions, duties and procedures for the approval of those transactions.

Section II

Audit Committee and other Auxiliary Management Bodies

ARTICLE 18 - The audit committee, an advisory body attached 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.

First Paragraph - The same Audit Committee member may accumulate both characteristics referred to in the caption.

Second Paragraph - The Audit Committee's members, subject to the provisions of Article 20 and Chapter V of these By-laws, 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.

Third Paragraph - The activities of the Audit Committee Coordinator are defined in its internal regulations 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 re-election for successive terms, in accordance with the Audit Committee's internal regulations.

First Paragraph - During their terms of office, the Audit Committee's members may only be replaced in the following cases:

Second Paragraph - 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.

Third Paragraph - Among other matters, the Audit committee is in charge of:

ARTICLE 20 - In case the Supervisory Board 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 Supervisory Board.

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 managers.

Section III

Management Board

ARTICLE 22 - The Management Board 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 Presidents and Officers.

Sole Paragraph - The term of management of the members of the Management Board is 2 (two) years, and reelection is allowed.

ARTICLE 23 - The Officers shall exercise the general functions described in these By-Laws 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.

First Paragraph - The duties and specific designations of each one of the Officers will be defined by the Board of Directors.

Second Paragraph - In the cases of temporary or definitive vacancy, absence, license, prevention or removal, the Officers will substitute each other as follows:

ARTICLE 24 - The Management Board 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 Management Board 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 Management Board, 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 Management Board is responsible, without prejudice to other legal duties:

ARTICLE 26 - In particular, the Chief Executive Officer is in charge of:

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.

First Paragraph - 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.

Second Paragraph - 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.

Third Paragraph - The Company shall be deemed obliged when represented:

CHAPTER V

SUPERVISORY BOARD

ARTICLE 29 - The Company will have a non-permanent Supervisory Board, composed of three (3) effective members and an equal number of alternates.

First Paragraph - The Supervisory Board will only be convened upon the request of the Company's stockholder(s), in compliance with the applicable legislation.

Second Paragraph - The Supervisory Board, if convened, shall approve its internal regulation, which shall establish the general rules of its operation, structure, organization and activities.

Third Paragraph - The investiture of the Supervisory Board 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 Management Board, prepare quarterly or half-yearly balance sheets.

CHAPTER VII

ALLOCATION OF PROFITS

ARTICLE 32 - Once the balance sheet is prepared, the following rules will be observed regarding the distribution of the result calculated:

First Paragraph - The mandatory dividend will be calculated and paid according to the following standards:

Second Paragraph - 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.

Third Paragraph - The Company may distribute, authorized by the Board of Directors, interim dividends, approved by the General Meeting.

Fourth Paragraph - 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 defined 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 Supervisory Board 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 RELEVANT STAKE IN THE COMPANY

ARTICLE 36 - Any person, stockholder or Group of Stockholders, who acquires or becomes the holder, by means of a single operation or by successive operations ("Acquiring Stockholder"): (a) of a direct or indirect interest equal to or greater than twenty-five percent (25%) of the total stocks issued by the Company, excluding treasury stocks; or (b) any other stockholders' rights, including usufruct or trust, over stocks issued by the Company representing a percentage equal to or higher than twenty-five percent (25%) of the total stocks issued by the Company, excluding treasury stocks ("Relevant Holding"), shall conduct a public offering for the acquisition of all stocks issued by the Company or request registration with the CVM and B3, as applicable, within no later than thirty (30) days from the date of the last transaction that resulted in the attainment of the Relevant Shareholding, with the following minimum requirements, observing the provisions of the applicable regulations of the CVM, the regulations of B3 and the terms of this Article ("Public Offering of Stocks"):

I. be directed 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.

First Paragraph - The execution of the Public Offering of Stocks mentioned in the caption of this Article shall not exclude the possibility of another person or stockholder, formulating a concurrent Public Offering of Stocks, under the applicable regulation.

Second Paragraph - The obligations contained in Article 254-A of Law 6,404/76 and in Article 35 of these By-laws do not exclude the Acquiring Stockholder from complying with the obligations contained in this Article.

Third Paragraph - The Acquiring Stockholder shall be obliged to meet any ordinary requests or the requirements of CVM and B3 relating to the Public Offering of Stocks, within the maximum terms prescribed in the applicable regulation.

Fourth Paragraph - The obligation to carry out a Public Offering of Stocks under this Article 36 does not apply in the event of a person, stockholder or Group of Stockholders becoming the holder of stocks issued by the Company if the attainment of the Relevant Holding results from: (a) of corporate operations of merger, amalgamation or inCompany of stocks involving the Company, (b) in the case of acquisition, via private capital increase or subscription of stocks held in a primary offering by those with preemptive rights, or also, in the case of acquisition, via private capital increase or subscription of stocks held in a primary offering, due to the amount not having been fully subscribed by those with preemptive rights or that did not have a sufficient number of interested parties in the respective distribution; and (c) in the cases of public offerings for distribution of stocks (including public offerings of restricted efforts).

Fifth Paragraph - 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.

Sixth Paragraph - 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 persons: (i) bound by voting agreement (including, without limitation, any natural or legal person, investment fund, joint-ownership, securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad), either directly or through controlled companies, controlling companies or companies under common control; or (ii) among which there is a control relationship; or (iii) under common control; or (iv) acting 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 Stockholders Group.

"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 Public Offering of Stocks under Article 36 above may be waived with by the General Meeting subject to the terms below.

First Paragraph - The General Meeting must be convened on first call with the presence of stockholders representing at least two-thirds (2/3) of the total outstanding stocks.

Second Paragraph - If the quorum of First Paragraph is not reached, the General Meeting may be convened on second call, with the presence of any number of stockholders holding outstanding stocks.

Third Paragraph - The resolution on the waiver of the public offering of stocks must occur by the majority of votes of the holders of outstanding stocks present at the General Meeting, excluding the votes of the Acquiring Stockholder.

CHAPTER XI

FINAL PROVISIONS

ARTICLE 38 - The Company, its stockholders, managers, members of the Supervisory Board, effective and substitute, if any, are obliged to resolve through arbitration, before the Market Arbitration Chamber, under its regulation, any controversy that may arise between them, related to or arising from its condition as issuer, stockholders, managers, and members of the Supervisory Board, in particular arising from the provisions contained in Law No. 6,385, of December 7, 1976, in Law 6,404/76, in the Company's By-laws, in the rules edited by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities Commission, as well as in the other rules applicable to the operation of the capital market in general, in addition to those contained in the Novo Mercado Regulations, in the other regulations of B3 and in the Novo Mercado Participation Agreement.

ARTICLE 39 - The Company shall indemnify and hold harmless its managers, members of statutory committees, tax advisors and other employees who exercise the management position or function in the Company, in the event of any damage or loss effectively suffered by such persons due to the regular exercise of their functions in the Company, even if the beneficiary no longer exercises the position or function for which he was elected or exercised in the Company and/or any of its controlled or affiliated companies ("Beneficiaries").

First Paragraph - 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 fourth paragraph below ("Indemnity Agreement").

Second Paragraph - 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.

Third Paragraph - Without prejudice to other situations provided for in the Indemnity Agreement, acts performed outside the exercise of the Beneficiaries' duties, in disagreement with the applicable legislation, regulations or administrative decisions, the By-laws 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 regulator or governmental body 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 Indemnity Agreement.

Fourth Paragraph - 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 values in U.S. dollars mentioned in these By-Laws shall be used exclusively as a reference base for inflation adjustment and shall be converted into Brazilian Reais at the closing sales rate of the U.S. dollar, disclosed by the Central Bank of Brazil.

ARTICLE 41 - The matters not expressly covered herein shall be resolved in accordance with the laws and regulations in force, including the New Market Regulation.

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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.

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.