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 March, 2021
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
DISTANCE VOTING BALLOT
ANNUAL GENERAL MEETING (AGM) – COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO to be held on 28/04/2021
Shareholder's Name |
Shareholder's CNPJ or CPF |
Instructions on how to cast your vote
Should you choose to exercise your remote voting right, under articles 21-A and other of CVM Instruction nº 481/2009, the shareholder shall complete the Distance Voting Form (“Form”), that will only be regarded as valid and the votes presented here will be considered in the quorum of the General Meeting, if the following instructions are observed:
(i) all the fields must be duly completed;
(ii) all the pages must be initialed by the shareholder (or by his/her/its legal representative, as the case may be); and
(iii) the last page shall be signed by the shareholder (or by his/her/its legal representative, as the case may be), without the need of notarization of the signature. For this General Meeting, the Company will accept the Form signed by electronic means, preferably signed with the use of the ICP-Brazil certification.
In case the shareholder wishes to exercise the remote voting right, it is essential that the fields above are filled in with (i) the shareholder’s name or corporate name, as the case may be; (ii) Brazilian taxpayer number (CNPJ or CPF, as the case may be); and (iii) an email address for any contact.
Kindly note that the Management Proposal mentioned in this Form is available to shareholders at the Companys headquarters, as well as at the Companys Investor Relations website (www.gpari.com.br) and at CVM’s website (www.cvm. gov.br) and B3’s (www.b3.com.br).
It is also important to note that the Fiscal Councils installation that will appears in the Form is not provided in the Management Proposal, the respective resolution was inserted in this Form by regulatory requirement.
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Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider
The Shareholder that chooses to exercise its remote voting rights by means of this Form may complete, according to the abovementioned guidance, and send it: (i) directly to the Company; (ii) to the Company´s Bookkeeper; or (iii) to his/her/its Custodian (if it renders such services), following the instructions below:
I. Sending of the Form directly to the Company: The shareholder shall send, by e-mail, upon confirmation receipt, to the Company’s Corporate Legal Department (societario@gpabr.com), the Form (completed, initialized and signed, with no need to notarize) jointly with a copy of the following documents: (a) updated extract containing the respective shareholding issued by the custodian body no later than three (3) days in advance of the General Meeting; (b) if to individuals: identity card with photo of the shareholder; (c) if to companies: (i) bylaws or consolidated articles of association and corporate documents that prove that the company is duly represented; and (ii) identity card with photo of the legal representative; (d) if to investment funds: (i) consolidated regulations of the fund; (ii) bylaws or articles of association of its manager, as the case may be, observing the voting policy of the fund and corporate documents that prove that the manager is duly represented; and (iii) identity card with photo of the manager’s legal representative.
If any of the shareholders indicated in the items (b) to (d) above may be represented by an attorney-in-fact, in addition to the respective documents indicated above, shall forward (i) power of attorney with specific powers for its representation in the General Meeting; (ii) identity documents of the attorney-in-fact, as well as, in the case of a legal entity or fund, copies of the identity document and minutes of election of the legal representative(s) who have signed the power of attorney proving the powers of representation.
For this General Meeting, the Company will accept powers of attorney granted by Shareholders by electronic means, preferably signed with the use of the ICP-Brazil certification.
Exceptionally for this Meeting, and in order to ensure the participation of shareholders, the Company will not require certified copies or notarization of documents issued and executed in Brazilian territory or the notarization, legalization/apostille and registration in the Registry of Titles and Documents in Brazil from those executed abroad.
It is not required sworn translation of documents originally drawn up in Portuguese, French, English or Spanish, or documents with translations into those languages, being the sworn translation required in other cases. The following identity documents will be accepted, provided that they have photo and are valid: RG, RNE, CNH, passport or professional identity card officially accepted.
II. Sending of the Form to the custodian or the Company´s Bookkeeper: Shareholders that hold shares issued by the Company deposited in a central depository may transmit the voting instructions to fill the Form through their respective custodian, in case they provide this type of service. Shareholders that do not have their shares deposited in a central depository may transmit voting instructions to the Company´s Bookkeeper, Itaú Corretora de Valores S.A., financial institution hired by the Company for the provision of book-entry services for its securities, through the channels it makes available. The delivery of the Form will be subject to the rules, guidelines and deadlines set by each custodian or Itaú, as the case may be. For such, shareholders shall contact them and verify procedures, documents and information set by them for the shareholders transmit the voting instructions by Form.
In all cases, for the Form to have effect, the date of April 21, 2021 (seven (7) days before the date of the General Meeting will be the last day for its RECEIPT in one of the means listed above and not the last day for it to be sent. If the Form is received after April 21, 2021, the votes will not be counted.
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Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company
If the shareholder chooses to send the Form directly to the Company, he/she/it shall send it up to the Corporate Legal Department, by e-mail to societario@gpabr.com, upon confirmation receipt, respecting the deadlines and documents listed above.
Although applicable law provides that Shareholders may attend the General Meeting by sending the physical counterpart of such documents to the Company’s headquarter, due the pandemic COVID-19 (coronavirus), as a preventive measure and aiming to protect the health of its shareholders, employees and the community as a whole.
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Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number
The institution in charge of the provision of book-entry services for the securities of the Company is Itaú Corretora de Valores S.A. and the instructions to deliver the Form to it can be found at www.itau.com.br/securitiesservices Itaú Corretora de Valores S.A. Address: Avenida Brigadeiro Faria Lima, 3.500, 3º andar, Zip Code 04538-132, Cidade de São Paulo, Estado de São Paulo, Brasil. E-mail: atendimentoescrituracao@itau-unibanco.com.br Phone: 3003-9285 (capitals and metropolitan regions) or 0800 7209285 (other locations) Contact: Services to shareholders.
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Resolutions concerning the Annual General Meeting (AGM)
Simple Resolution
1. 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, 2020.
[ ] Approve [ ] Reject [ ] Abstain
Simple Resolution
2. Proposal for allocation of the net profit for the fiscal year ended December 31, 2020, as detailed in the Management Proposal, in the following terms: (i) R$ 108,937,976,32 to the Legal Reserve; (ii) R$ 8,859,130.00 for the Tax Incentive Reserve (iii) 583,653,788.09 for the distribution of dividends and interest on equity (of which R$ 515,240,605.03 is the net amount of income tax to be withheld at source in relation to interest on equity); and (iii) 1,477,308,632.06 to the Expansion Reserve account.
[ ] Approve [ ] Reject [ ] Abstain
Simple Resolution
3. Determination of annual global compensation for the members of the Company’s management and Company’s fiscal council (if the Shareholders request their establishment) for the fiscal year 2021, in the terms of the Management Proposal, in the amount of up to R$67.497.788,83, up to R$25.031.584,53 to the Board of Officers, up to R$42.034.204,30 to the Board of Directors and up to R$432.000,00 to the Fiscal Council.
[ ] Approve [ ] Reject [ ] Abstain
Simple Question
4. Do you wish to request the operation of the Fiscal Council for the fiscal year of 2021?
[ ] Yes [ ] No [ ] Abstain
Simple Question
5. Should a second call for the General Shareholders´ Meeting be necessary, the voting instructions contained in this Form may also be considered in the event of a General Shareholders´ Meeting held upon second call?
[ ] Yes [ ] No [ ] Abstain
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City:_________________________________________________________________________
Date:________________________________________________________________________
Signature:____________________________________________________________________
Shareholder's Name :__________________________________________________________
PhoneNumber:_______________________________________________________________
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: March 29, 2021 | By: /s/ Jorge Faiçal | ||
Name: | Jorge Faiçal | ||
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.