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 May, 2022
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 With Authorized Capital
CNPJ/ME No. 47.508.411/0001-56
NIRE 35.300.089.901
SECOND CALL NOTICE FOR EXTRAORDINARY GENERAL MEETING
The shareholders (“Shareholders”) of Companhia Brasileira de Distribuição (“Company”) are hereby called to the Extraordinary General Meeting (“General Meeting”) to be held, on second call, exclusively digitally, on May 18, 2022, at 2.30 p.m., in order to resolve on the following Agenda:
I. | Resolve on the proposal of amendment and restatement of the By-laws of the Company to reflect the capital increases approved by the Board of Directors. |
As set forth in article 135 of Brazilian Law 6,404/76, the General Meeting shall be installed, in this second call, with the presence of any number of shareholders.
We hereby inform that all documents related to the resolution that will be voted on at the General Meeting called hereby are available to the Shareholders at the Company’s headquarters, on the investor relation’s website of the Company (www.gpari.com.br), and on the website of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and of B3 (www.b3.com.br), all documentation pertinent to the matters that will be deliberated on the General Meeting, including the management proposal and manual to attend this General Meeting ("Management Proposal and Manual for Attendance").
Participation in the General Meeting via electronic system:
Shareholders who wish to participate in the General Meeting through the digital platform must access the electronic address https://www.tenmeetings.com.br/assembleia/portal_/#/?id=D92A47C379C9, complete their registration and attach all documents necessary for your qualification to participate and / or vote in the General Meeting, as indicated below, with at least 2 (two) days in advance of the date designated for the General Meeting, that is, until May 16, 2022 After the approval of the registration by the Company, the Shareholder will receive his login and individual password to access the platform through the e-mail used for registration.
The following documents must be sent by the shareholders through the electronic address indicated above:
(a) | Updated extract containing the respective shareholding issued by the custodian entity; |
(b) | For individuals: identity document with shareholder picture; |
(c) | For legal entities: (i) restated bylaws or articles of association, and corporate documents proving the shareholder's legal representation; and (ii) identity document with photograph of the legal representative; |
(d) | For investment funds: (i) restated governing document of the fund; (ii) bylaws or articles of association of its administrator or manager, as the case may be, in accordance with the voting policy and corporate documents proving the powers of representation; and (iii) identity document with photograph of the fund’s legal representative; |
(e) | if any of the Shareholders indicated in items (b) a (d) above is represented by a proxy, in addition to the respective documents indicated above, shall forward (i) power of attorney with specific powers for its representation at the General Meeting; (ii) identity documents of the present 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 mandate proving the powers of representation. For this General Meeting, the Company will accept powers of attorney granted by Shareholders electronically, preferably signed using the ICP-Brazil certification. |
The Company will not require the physical delivery of the document and any other formalities that are provided for in the Company's Reference Form, as set forth in the Management Proposal and Manual for Attendance. Therefore, in case of any discrepancies between the Management Proposal and Manual for Attendance and item 12.2 of the Company’s Reference Form with regards to the documentation and formalities required to attend the Company’s general meetings, the terms of the Management Proposal and Manual for Attendance shall prevail.
Participation in the General Meeting by means of a distance voting ballot:
Pursuant to Article 21-X of Instruction No. 481 of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM), as amended, the voting instructions received by the Company through the distance voting ballots sent for the 1st call of the General Meeting, held on April 27 of 2022, shall be considered.
São Paulo, May 9, 2022.
Guillaume Marie Didier Gras
Vice President of Finance and Investor Relations Officer of GPA
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: May 9, 2022 | By: /s/ Marcelo Pimentel | ||
Name: | Marcelo Pimentel | ||
Title: | Chief Executive Officer | ||
By: /s/ Guillaume Marie Didier Gras | |||
Name: | Guillaume Marie Didier Gras | ||
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.