VIA VAREJO S.A. CNPJ/MF / NIRE EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON APRIL 25 TH, 2018
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1 VIA VAREJO S.A. CNPJ/MF / NIRE EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON APRIL 25 TH, DATE, TIME, AND PLACE: On April 25 th, 2018, at 9:00 a.m., at the head offices of Via Varejo S.A. ( Company ), located at Rua João Pessoa, No. 83, 3 rd floor, Centro, City of São Caetano do Sul, State of São Paulo. 2. CHAIRMAN AND SECRETARY: Chairman: Mr. Ronaldo Iabrudi dos Santos Pereira; Secretary: Mrs. Ana Paula Tarossi Silva. 3. NOTICE OF MEETING AND ATTENDANCE: The meeting was duly convened pursuant to Article 21 of the Company s Bylaws and of the sole paragraph of Article 9 th of the Internal Regulation of the Board of Directors. The majority of the members of the Company s Board of Directors attended the meeting, namely Messrs. Ronaldo Iabrudi dos Santos Pereira, Alberto Ribeiro Guth, Christophe José Hidalgo, Líbano Miranda Barroso, Renato Carvalho do Nascimento and Roberto Fulcherberguer, in person, and Messrs. Arnaud Daniel Charles Walter Joachim Strasser and Hervé Daudin, represented by power of attorney. Absent for justified reasons Mr. Michael Klein. Were also present, as guests, Messrs. Peter Estermann, Flavio Dias, Alexandre Otomo, Antônio Macedo, Elton Flávio Oliveira and Marcelo Rizzi, all representing the Company s Management. 4. AGENDA: (i) Analysis and deliberation on the quarterly information for the period ended March 31, 2018; (ii) Analysis and deliberation on the advance for future capital increase (AFAC) at CNova Comércio Eletrônico S.A. of up to R$ 400 million; (iii) Analysis and discussion of fund raising in benefit of the Company or CNova Comércio Eletrônico S.A.,
2 in the amount of up to R$ 400 million, with the guarantee of Companhia Brasileira de Distribuição; (iv) Analysis and deliberation, from the perspective of the Related Party Transactions Policy, of the following transactions with Related Parties: (A) Services Agreement between Casino, Guichard-Perrachon SA and the Company for the renewal of data protection insurance policies and Cyber Risk Insurance and Crime Insurance for the period 2018/2019; (B) Term of Responsibility and Spending of Expenses between International Casino Sas, CNova Comércio Eletrônico S.A., E-Hub Consultoria, Participações e Comércio S.A. and Companhia Brasileira de Distribuição for sharing of Adobe software licenses; and (C) Lease Agreement between Casa Bahia Comercial Ltda., Globex Administração e Serviços Ltda. and the Company, referring to the subsoil and 5 th floor of the building located at Rua João Pessoa, 83; 6 th floor of the building located at Rua Serafim Constantino, 72; and two helipads; (v) Analysis and deliberation on the Consolidated Financial Statements prepared in accordance with the International Financial Reporting Standard (IFRS) and the effectiveness of internal controls on financial reporting in accordance with COSO 2013; and (vi) Acknowledgement of the resignation of Mr. Líbano Miranda Barroso from the position of member of the Company's Board of Directors. 5. RESOLUTIONS: As the meeting was commenced, the Board of Directors members examined the items comprised in the Agenda and deliberated, unanimously and without reservations, the following resolutions: 5.1. Analysis and deliberation on the quarterly information for the period ended March 31, 2018: Mr. Flávio Dias and Mr. Alexandre Otomo presented the quarterly information for the period ended at March 31, After the discussions, and in accordance with the favorable recommendation of the Financial Committee, the Board Members decided to approve the quarterly information for the period ended at March 31, In addition, the Board Members authorized the Company's Management to take all necessary measures for the disclosure of the quarterly information approved herein by sending them to the Brazilian Securities and Exchange Commission (CVM) and B3 S.A. - BRASIL, BOLSA, BALCÃO. After the
3 decision taken, the Chairman of the Board of Directors thanked the presentation and comments made and moved on to the next item of the Agenda; 5.2. Analysis and deliberation on the advance for future capital increase (AFAC) at CNova Comércio Eletrônico S.A. of up to R$ 400 million: Mr. Antônio Macedo presented the proposal of the Company's management to make an advance for future capital increase ( AFAC ) at CNova Comércio Eletrônico S.A. ( CNova ) of up to R$ 400 million. Following the discussions, and in line with the favorable recommendation of the Financial Committee, the Board Members decided to approve an advance for future capital increase (AFAC) at CNova Comércio Eletrônico S.A. of up to R$ 400 million, in line with the proposal presented by the Board of Directors. After the decision taken, the Chairman of the Board of Directors thanked the presentation and comments made and moved on to the next item of the Agenda; 5.3. Analysis and discussion of fund raising in benefit of the Company or CNova Comércio Eletrônico S.A., in the amount of up to R$ 400 million, with the guarantee of Companhia Brasileira de Distribuição: Mr. Antônio Macedo presented the proposal of the Company's management to raise funds in favor of the Company or CNova Comércio Eletrônico S.A. ( Cnova ), in the amount of up to R$ 400 million, with the guarantee of Companhia Brasileira de Distribuição ( CBD ), with the purpose of meeting Cnova s cash requirements estimated for the beginning of the third quarter of Therefore, the intended financial transaction consists of a bank loan, to be hired with a first-rate financial institution for the term of up to one year, with amortization at maturity and an all-in price of up to 120% CDI. Such loan might be guaranteed by means of an endorsement by CBD, pursuant to the Guarantee Agreement entered into between the Company and CBD on April 27, Following the discussions, and in line with the favorable recommendation of the Financial Committee, the Board Members decided to approve the fund raising in benefit of the Company or CNova Comércio Eletrônico S.A., in the amount of up to R$ 400 million, with the guarantee of Companhia Brasileira de Distribuição, in accordance with the Management's
4 proposal presented herein. After the decision taken, the Chairman of the Board of Directors thanked the presentation and comments made and moved on to the next item of the Agenda; 5.4. Analysis and deliberation, from the perspective of the Related Party Transactions Policy, of the following transactions with Related Parties: (A) Services Agreement between Casino, Guichard-Perrachon SA and the Company for the renewal of data protection insurance policies and Cyber Risk Insurance and Crime Insurance for the period 2018/2019; (B) Term of Responsibility and Spending of Expenses between International Casino Sas, CNova Comércio Eletrônico S.A., E-Hub Consultoria, Participações e Comércio S.A. and Companhia Brasileira de Distribuição for sharing of Adobe software licenses; and (C) Lease Agreement between Casa Bahia Comercial Ltda., Globex Administração e Serviços Ltda. and the Company, referring to the subsoil and 5 th floor of the building located at Rua João Pessoa, 83; 6 th floor of the building located at Rua Serafim Constantino, 72; and two helipads: after discussions and considering the favorable recommendation of the Financial Committee regarding the due compliance with the procedures imposed by the Company's Related Party Transactions Policy, the members of the Board of Directors decided to approve (A) the execution of the Services Agreement between Casino, Guichard-Perrachon SA and the Company for the renewal of data protection insurance policies and Cyber Risk Insurance and Crime Insurance for the period 2018/2019; (B) the execution of the Term of Responsibility and Spending of Expenses between International Casino Sas, CNova Comércio Eletrônico S.A., E-Hub Consultoria, Participações e Comércio S.A. and Companhia Brasileira de Distribuição for sharing of Adobe software licenses; and (C) the execution of the Lease Agreement between Casa Bahia Comercial Ltda., Globex Administração e Serviços Ltda. and the Company, referring to the subsoil and 5th floor of the building located at Rua João Pessoa, 83; 6th floor of the building located at Rua Serafim Constantino, 72; and two helipads. After the decision taken, the Chairman of the Board of Directors thanked the presentation and comments made and moved on to the next item of the Agenda;
5 5.5. Analysis and deliberation on the Consolidated Financial Statements prepared in accordance with the International Financial Reporting Standard (IFRS) and the effectiveness of internal controls on financial reporting in accordance with COSO 2013: after presentation by Mr. Antônio Macedo and after discussions, the Board Members decided to approve the Consolidated Financial Statements prepared in accordance with the International Financial Reporting Standard (IFRS) and the effectiveness of the internal control over financial reporting in accordance with COSO 2013, in line with the favorable recommendation of the Financial Committee. After the decision taken, the Chairman of the Board of Directors thanked the presentation and comments made and moved on to the next item of the Agenda; 5.6. Acknowledgement of the resignation of Mr. Líbano Miranda Barroso from the position of member of the Company's Board of Directors: the Board Members acknowledged the letter of resignation from the position of member of the Company's Board of Directors presented on this date by Mr. Líbano Miranda Barroso, Brazilian, married, economist, bearer of Identity Card RG No. M , SSP/MG, enrolled with CPF/MF No , resident and domiciled in the capital of the State of São Paulo, elected to occupy said position on April 26, Having no resolution to be taken, the Chairman of the Board of Directors emphasized the valuable services rendered to the Company and to the Board of Directors by Mr. Líbano Miranda Barroso, thanking him for his dedication during all the time he occupied not only the position of member of this body, but also during the time he held the position of Chairman of the Company. 6. APPROVAL AND SIGNATURE OF THESE MINUTES: As there were no further matters to be addressed, the meeting was adjourned so that these minutes were drawn up. Then the meeting was resumed and these minutes were read and agreed to, having been undersigned by all attending persons. São Caetano do Sul, April 25 th, Chairman: Mr. Ronaldo Iabrudi dos Santos Pereira; Secretary: Mrs. Ana Paula Tarossi Silva. Members of the Board of Directors: Messrs. Mr. Ronaldo Iabrudi dos Santos Pereira, Arnaud Daniel Charles Walter Joachim Strasser, Alberto Ribeiro Guth, Christophe José Hidalgo, Hervé
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