VIA VAREJO S.A. CNPJ/MF (Brazilian Taxpayer Id.) No / NIRE (State Registry) No

Transcription

1 VIA VAREJO S.A. CNPJ/MF (Brazilian Taxpayer Id.) No / NIRE (State Registry) No EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON JULY 24 th, DATE, TIME, AND PLACE: on July 24 th, 2017, at 03:00 p.m., at the head offices of Via Varejo S.A. ( Company ), located at Rua João Pessoa, No. 83, Centro district, at the 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 ATTENDING PERSONS: The meeting was duly called pursuant to article 21 of the Company s Bylaws and with the only paragraph of article 9 of the Internal Regulation of the Company s Board of Directors. Were present the majority of the Company s Board of Directors members, to wit Messrs. Ronaldo Iabrudi dos Santos Pereira, Arnaud Daniel Charles Walter Joachim Strasser, Alberto Ribeiro Guth, Christophe José Hidalgo, Hervé Daudin, Líbano Miranda Barroso, Renato Carvalho do Nascimento e Roberto Fulcherberguer. Absent for justified reason Mr. Michael Klein. 4. AGENDA: (i) Analysis and knowledge regarding the considerations and conclusions of the Special Committee and deliberation of the terms and conditions of the Term of Agreement entered into between the Company, Companhia Brasileira de Distribuição and Michael Klein ( MK ), Eva Lea Klein ( EK ) and Casa Bahia Comercial Ltda. ( CB and, along with MK and EK, Klein Shareholders ) at July 04 th, 2017 ( Term of Agreement ); (ii) Analysis and deliberation regarding the strategic planing and annual budget of the

2 Company related to 2017; (iii) Analysis and deliberation regarding the quarterly information referred to the period ended in June 30th, 2017; (iv) Analysis and deliberation, under the terms of the Policy for Transactions with Related Parties, of the following transactions with Related Parties: (a) Private Instrument of Amendment to the Partial Onerous Cession Instrument of Real Right of Surface by Determined Term in which the Company partially gives onerously a property located in Guarulhos to Companhia Brasileira de Distribuição; (b) Private Instrument of Atypical Subleasing Agreement and Other Covenants in which the Company sub-leases a property located in Jundiaí to Companhia Brasileira de Distribuição; and (c) Reimbursement by the Company to Companhia Brasileira de Distribuição of a value related to legal expenses of Cnova Comércio Eletrônico S.A. for the period from April 1 to May 15, 2017; (v) Analysis and deliberation on the proposal for the issuance of shares under the stock option program of the Company and the respective capital increase; and (vi) Analysis and deliberation of the Long-Term Incentive Program based on Transaction with Payment linked to Shares with Cash Settlement. 5. DELIBERATIONS: 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 knowledge regarding the considerations and conclusions of the Special Committee and deliberation of the terms and conditions of the Term of Agreement entered into between the Company, Companhia Brasileira de Distribuição and Michael Klein ( MK ), Eva Lea Klein ( EK ) and Casa Bahia Comercial Ltda. ( CB and, along with MK and EK, Klein Shareholders ) at July 04 th, 2017 ( Term of Agreement ): Mr. Renato Carvalho do Nascimento, independent member of the Board and the Special Committee, informed to the Directors the conclusion of the works developed by the Special Committee regarding the analysis of the Term of Agreement entered into between the Company, Companhia Brasileira de Distribuição and Klein Shareholders at July 04 th, 2017 ( Term of Agreement ), in order

3 to favorably recommend to the Board of Directors the approval of the execution of the Term of Agreement by the Company. In view of the considerations of the Special Committee, Messrs. Directors decided to approve the execution of the Term of Agreement by the Company Analysis and deliberation regarding the strategic planning and annual budget of the Company related to 2017: Messrs. Peter Estermann and Felipe Negrão presented the strategic planning and annual budget of the Company related to After discussion, Messrs. Directors decided to approve the strategic planning of the Company for , as well as the annual budget related to 2017, based on the favorable recommendation of the Financial Committee Analysis and deliberation regarding the quarterly information referred to the period ended in June 30th, 2017: Mr. Felipe Negrão made a presentation of the quarterly information referred to the period ended in June 30 th, After discussions, and in line with the favorable recommendation of the Financial Committee, Messrs. Directors decided to approve the quarterly information related to the period ended in June 30 th, In addition, Messrs. Directors authorized the Company s Management to took all the necessary measures for the disclosure of the quarterly information approved herein by sending them to the Comissão de Valores Mobiliários CVM and to BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros Analysis and deliberation, under the terms of the Policy for Transactions with Related Parties, of the following transactions with Related Parties: (a) Private Instrument of Amendment to the Partial Onerous Cession Instrument of Real Right of Surface by Determined Term in which the Company partially gives onerously a property located in Guarulhos to Companhia Brasileira de Distribuição; (b) Private Instrument of Atypical Subleasing Agreement and Other Covenants in which the Company sub-leases a property

4 located in Jundiaí to Companhia Brasileira de Distribuição; and (c) Reimbursement by the Company to Companhia Brasileira de Distribuição of a value related to legal expenses of Cnova Comércio Eletrônico S.A. for the period from April 1 to May 15, 2017: after discussions and considering the favorable recommendation of the Financial Committee about the due observation of the procedures provided by the Policy for Transactions with Related Parties of the Company, Messrs. Directors decided: (a) to approve the execution of the Private Instrument of Amendment to the Partial Onerous Cession Instrument of Real Right of Surface by Determined Term in which the Company partially gives onerously a property located in Guarulhos to Companhia Brasileira de Distribuição; (b) to approve the execution of the Private Instrument of Atypical Subleasing Agreement and Other Covenants in which the Company sub-leases a property located in Jundiaí to Companhia Brasileira de Distribuição; and (c) to approve the Reimbursement by the Company to Companhia Brasileira de Distribuição of a value related to legal expenses of Cnova Comércio Eletrônico S.A. for the period from April 1 to May 15, Lastly, Messrs. Directors authorized the Company s management to took all the necessary measures for the execution of the transactions with Related Parties mentioned above Analysis and deliberation on the proposal for the issuance of shares under the stock option program of the Company and the respective capital increase: the Board members discussed the Stock Option Plans and Compensation in Stock Option Plans of the Company, approved in the Extraordinary General Meeting held on May 12, 2014 ("Plans"), and decided: As a result of the exercise of stock options, to approve, as recommended by the Financial Committee and subject to the limit of the Company's authorized capital, the capital increase of the Company of a value of R$ 1, (one thousand, six hundred and three reais and fifteen cents), through an issuance of 480,945 (four hundred and eighty thousand, nine hundred and forty-five) shares, being 160,315 (one hundred and sixty thousand, three hundred and fifteen) common shares and 320,630 (three hundred and twenty thousand, six hundred

5 and thirty) preferred shares, composing, jointly, 160,315 (one hundred and sixty thousand, three hundred and fifteen) UNITS of the Company of Series B, at the issue price of R$ 0.01 (one cent of real) for each UNIT; of which 137,389 (one hundred and thirty-seven thousand, three hundred and eighty-nine) Series B1 common shares, 274,778 (two hundred and seventy-four thousand, seven hundred and seventy-eight) Series B1 preferred shares, 22,926 (twenty-two thousand, nine hundred and twenty-six) Series B2 common shares, 45,852 (forty-five thousand, eight hundred and fifty-two) Series B2 preferred shares. The shares hereby issued shall be entitled to one hundred percent of the dividends and interest on own equity that may be distributed, the same characteristics and conditions and shall enjoy the same rights and advantages of the shares existing on this date, inclusive As a consequence, the Company's capital stock will increase from R$ 2,895,594, (two billion, eight hundred and ninety-five million, five hundred and nighty-four thousand, seven hundred and forty-six reais and sixty-eight cents) to R$ 2,895,596, (two billion, eight hundred and ninety-five million, five hundred and nighty-six thousand, three hundred and forty-nine reais and eighty-three cents), subscribed and paid in, divided into 1,291,676,083 (one billion, two hundred and ninety-one million, six hundred and seventy-six thousand and eighty-three) shares, all nominative and without par value, being 656,133,079 (six hundred and fifty-six million, one hundred and thirty-three thousand and seventy-nine) common shares and 635,543,004 (six hundred and thirty-five million, five hundred and fortythree thousand and four) preferred shares Analysis and deliberation of the Long-Term Incentive Program based on Transaction with Payment linked to Shares with Cash Settlement: Mr. Glauco Correa, of the Company s Human Resources team, presented the Long Term Incentive Plan based on Transaction with Payment linked to Shares with Cash Settlement. After discussions, and in line with the favorable recommendation of the Human Resources and Compensation Committee, Messrs.

6 Directors decided to approve the Long-Term Incentive Program based on Transaction with Payment linked to Shares with Cash Settlement. 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, July 24 th, Chairman: Mr. Ronaldo Iabrudi dos Santos Pereira; Secretary: Mrs. Ana Paula Tarossi Silva. Members of the Board of Directors: Messrs. Ronaldo Iabrudi dos Santos Pereira, Arnaud Daniel Charles Walter Joachim Strasser, Alberto Ribeiro Guth, Christophe José Hidalgo, Hervé Daudin, Líbano Miranda Barroso, Renato Carvalho do Nascimento and Roberto Fulcherberguer. I certify, for due purposes, that this is an extract from the minutes registered with the relevant book, in accordance with section 130, paragraph 3 of Law No /76 as amended. Ronaldo Iabrudi dos Santos Pereira Chairman Ana Paula Tarossi Silva Secretary