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 ofNovember, 2019
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
Publicly-Held Company
CNPJ/ME 47.508.411 / 0001-56
NIRE 35.300.089.901
CALL NOTICE
EXTRAORDINARY GENERAL MEETING
The shareholders of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (“Company”) are hereby called to the Extraordinary General Meeting (“General Meeting”) to be held on December 30, 2019 at 10am at Avenida Brigadeiro Luís Antônio, No. 3,142, Jardim Paulista, Zip Code 01402-901 in the City of São Paulo, State of São Paulo, in order to resolve on the following Agenda:
(a) | reelection of the current members of the Board of Directors of the Company; |
(b) | migration of the Company to the Novo Mercado, a special listing segment of B3 S.A – Brasil, Bolsa, Balcão (“B3”); |
(c) | as a requirement to the migration, conversion of all preferred shares issued by the Company into common shares, in the proportion of one common share to each preferred share; |
(d) | subject to the approval of the former items, global reform of the By-Laws of the Company to adjust it to the requirements of the Novo Mercado Listing Regulation and to incorporate the adjustments detailed in the management proposal and consolidation of the By-Laws, which effectiveness is conditioned to the approval of the migration of the Company to the Novo Mercado Listing Regulation by B3; |
(e) | subject to the approval of the former items, changes to the Stock Option Plan and to the Equity Compensation Plan of the Company, which effectiveness is conditioned to the approval of the migration of the Company to the Novo Mercado Listing Regulation by B3; and |
(f) | approval of additional annual global remuneration of the management. |
Under Law 6,404, dated as of December 15, 1976, as amended, the effectiveness of the resolutions to be approved in the General Meeting is subject to the ratification of the matter of item (b) of the agenda by holders of more than half of the preferred shares issued by the Company in a Special Meeting of Holders of Preferred Shares convened on a first call on this date.
We hereby inform that, as disclosed in the public information of the Company, it is not possible for shareholders to require the adoption of the multiple vote procedure for the election of Board members as the controlling shareholder holds 99.4% of the common shares issued by the Company.
We hereby inform that all documents related to the resolutions that will be considered at the General Meeting called herein are available to the shareholders at the Company's headquarters, on the Investor Relation’s website of the Company (www.gpari.com.br) and onthe websites of the Brazilian Securities and Exchange Commission – (CVM) (www.cvm.gov.br) and of B3 (www.b3.com.br).
TEXT - 51245416v4 12751.16
The attendance of the Shareholders may be (a) in person, (b) by a duly constituted attorney-in-fact or (c) by distance voting ballot sent to their respective custodian agents (if they provide this type of service), or to Itaú Corretora de Valores S.A., the share registry agent of the Company (“Share Registry Agent”) or directly to the Company, as mentioned below:
(i)Attendance in person: As detailed in the Management Proposal, the Shareholders or their legal representatives must show personal documents, representation documents, as the case may be, and documents proving their stockholding position issued by the Share Registry Agent or custodian agent.
(ii)Attendance in the General Meeting by attorney-in-fact: As detailed in the Management Proposal, a Shareholder who has an interest in being represented at the General Meeting hereby called by an attorney-in-fact, shall send notarized copies of the valid documents (with notarized signatures) proving such person is a shareholder of the Company and the representation powers to the Corporate Legal Department, at the Company's head office, with a protocol of delivery, seventy-two (72) hours in advance of the date of the General Meeting. It should be noted that Shareholders may attend the General Meeting even though they have not made the prior deposit of the documents. The presentation of such documents at the opening of the General Meeting is sufficient, pursuant to article 5, paragraph 2nd of CVM Instruction 481, dated as of December 17, 2009, as amended ("CVM Instruction 481").
(iii)Attendance in the General Meeting by means of distance voting ballot: Pursuant to CVM Instruction 481, Shareholders who have an interest in exercising their right to vote by means of the distance voting ballot must: (i) send instructions of votes by distance, by sending directly to the Company with the documents indicated in the Management Proposal or (ii) send instructions of votes by distance for completion of the distance voting ballot through their respective custodian agents (if they provide this type of service) or to the Share Registry Agent, through the channels it makes available.
São Paulo, November 29, 2019
Jean-Charles Henri Naouri
Chairman of the Board of Directors
TEXT - 51245416v4 12751.16
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.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
Date: November 29, 2019 | By: /s/ Peter Estermann Name: Peter Estermann Title: Chief Executive Officer | |
By: /s/ Isabela Cadenassi Name: Isabela Cadenassi Title: Investor Relations Officer |
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.