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 MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON MAY 30 th, DATE, TIME, AND PLACE: on May 30 th, 2018, at 09:00 a.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. Were present the totality 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, Michael Klein, Peter Paul Lourenço Estermann, Renato Carvalho do Nascimento and Roberto Fulcherberguer. 4. AGENDA: (i) Analysis and deliberation of the Company's Reference Form; (ii) Analysis and deliberation on the execution of agreements of discount receivables on credit card operations and Direct Consumer Credit Financing ( CDCI ) by the Company for the third quarter of 2018; (iii) Analysis and deliberation, from the perspective of the Related Party Transactions Policy, of the following transactions with Related Parties: (A) Amendment and Ratification of the Property Sublease Agreement of Property corresponding to Store 102 of "Carioca Shopping", built at Avenida Vicente de Carvalho No. 909, Rio de Janeiro-RJ; (B)

2 Amendment to the Equipment Lease Agreement executed between the Company and Greenyellow do Brasil Energia e Serviços Ltda.; and (C) Amendment to the Side Letter executed between Companhia Brasileira de Distribuição and the Company for the provision of a corporate guarantee by the former in favor of the latter in the context of the Agreement for the Sale of Insurance Products entered into between the Company and Mapfre Seguros Gerais S.A. on February 19 th 2016; and (iv) Analysis and deliberation on the indication of vote in a partners meeting or shareholders meeting of the Company's subsidiaries for: (A) Re-election of the members of the Board of Directors of E-Hub Consultoria, Participações e Comércio S.A. and New Experience Pontocom S.A.; (B) Election of Mr. Flávio Dias as new member of the Board of Directors of Globex Administração e Serviços Ltda., Globex Administração de Consórcios Ltda., VVLog Logística Ltda. and Lake Niassa Empreendimentos e Participações Ltda., all subsidiaries of the Company; and (C) Changes in the By-Laws of Globex Administração de Consórcios Ltda.; (iv) Analysis and deliberation on the vote orientation in partners meeting or general shareholders meeting of subsidiaries of the Company for: (A) Re-election of the members of the Board of Officers of E-Hub Consultoria, Participações e Comercio S.A. and Nova Experiência Pontocom S.A.; (B) Election of Mr. Flávio Dias Fonseca da Silva as new member of the Board of Officers of Globex Administração e Serviços Ltda., Globex Administradora de Consórcios Ltda., VVLog Logística Ltda. and Lake Niassa Empreendimentos e Participações Ltda., all subsidiaries of the Company; and (C) Changes in the Articles of Incorporation of Globex Administradora de Consórcios Ltda. 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 deliberation of the Company's Reference Form: after discussions and in accordance with the favorable recommendation of the Financial Committee, the members of

3 the Board of Directors resolved to approve the Company s 2018 Reference Form (of the fiscal year of 2017), as well as to authorize the Company s Board of Executive Officers to take all the necessary measures for the disclosure of the Reference Form herein approved by remittance to the Comissão de Valores Mobiliários - CVM Analysis and deliberation on the execution of agreements of discount receivables on credit card operations and Direct Consumer Credit Financing ( CDCI ) by the Company for the third quarter of 2018: after discussions amongst the members of the Board of Directors, and in accordance with the favorable recommendation of the Financial Committee, they resolved to approve the agreements of discount receivables on credit card operations and Direct Consumer Credit Financing ( CDCI ) by the Company for the 3 rd quarter of 2018, up to the limit of R$ R$ 7,347,000, (seven billion, three hundred and forty seven million Brazilian reais) Analysis and deliberation, from the perspective of the Related Party Transactions Policy, of the following transactions with Related Parties: (A) Amendment and Ratification of the Property Sublease Agreement of Property corresponding to Store 102 of "Carioca Shopping", built at Avenida Vicente de Carvalho No. 909, Rio de Janeiro-RJ; (B) Amendment to the Equipment Lease Agreement executed between the Company and Greenyellow do Brasil Energia e Serviços Ltda.; and (C) Amendment to the Side Letter executed between Companhia Brasileira de Distribuição and the Company for the provision of a corporate guarantee by the former in favor of the latter in the context of the Agreement for the Sale of Insurance Products entered into between the Company and Mapfre Seguros Gerais S.A. on February 19 th 2016: after discussions and considering the favorable recommendation of the Financial Committee regarding the due observance of the procedures imposed by the Company's Related Party Transactions Policy, the members of the Board of Directors resolved: (A) to approve the execution of the Amendment and Ratification of the Agreement for Sub-Lease of Property corresponding to Loja 102 of "Carioca Shopping", located at

4 Avenida Vicente de Carvalho No. 909, Rio de Janeiro-RJ; (B) to approve the execution of an Amendment to the Equipment Lease Agreement entered into and between the Company and Greenyellow do Brasil Energia e Serviços Ltda. on November 6 th, 2017; and (C) to approve the conclusion of the Additive to the Side Letter executed on June 1 st, 2016 between Companhia Brasileira de Distribuição and the Company, with the purpose to provide a corporate guarantee for the Company in the context of the Agreement for the Sale of Insurance Products entered into and between the Company and Mapfre Seguros Gerais S.A., on February 19 th, Analysis and deliberation on the vote orientation in partners meeting or general shareholders meeting of subsidiaries of the Company for: (A) Re-election of the members of the Board of Officers of E-Hub Consultoria, Participações e Comercio S.A. and Nova Experiência Pontocom S.A.; (B) Election of Mr. Flávio Dias Fonseca da Silva as new member of the Board of Officers of Globex Administração e Serviços Ltda., Globex Administradora de Consórcios Ltda., VVLog Logística Ltda. and Lake Niassa Empreendimentos e Participações Ltda., all subsidiaries of the Company; and (C) Changes in the Articles of Incorporation of Globex Administradora de Consórcios Ltda.: after discussions, the members of the Board of Directors decided to approve the following vote orientation in partners meeting or general shareholders meeting of subsidiaries of the Company for: (A) pursuant to art. 23(i) of the Company's Bylaws, favorable vote orientation for the re-election of Messrs. Flávio Dias Fonseca da Silva, Felipe Coragem Negrão, Marcelo Lopes and Luiz Henrique Andrade Vendramini for the composition of the Board of Directors of E-Hub Consultoria, Participações e Comercio S.A. and Nova Experiência Pontocom S.A. for a term of office of 3 (three) years counted as of the date of the investiture date; (B) pursuant to art. 23(i) of the Company's Bylaws, favorable vote guidance for the election of Mr. Flávio Dias Fonseca da Silva as a new member of the Board of Directors of Globex Administradora e Serviços Ltda., Globex Administração de Consórcios Ltda., VVLog Logística Ltda. and Lake Niassa Empreendimentos e Participações Ltda., all subsidiaries of the Company, for an

5 indeterminate term; and (C) pursuant to art. 23(xxix) of the Company's Bylaws, favorable vote guidance for the following changes in the Globex Administradora de Consórcios Ltda., Articles of Association as follows: (i) change of corporate name (FROM: Globex Administradora de Consórcios Ltda./ TO: Globex Participações Ltda.); (ii) change in corporate purpose (FROM: Consortium manager / TO: Participation in other non-financial corporations); (iii) change of the headquarters (FROM: Av. Prefeito Dulcídio Cardoso, 2000, parte, Barra da Tijuca, Rio de Janeiro-RJ, CEP / TO: Rua João Pessoa, 83, 4th floor, São Caetano do Sul, SP, CEP ); and (iv) lowering and cancellation of all its branches. 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, May 30 th, Chairman: Mr. Ronaldo Iabrudi dos Santos Pereira; Secretary: Mrs. Ana Paula Tarossi Silva. Members: Messrs. Ronaldo Iabrudi dos Santos Pereira, Arnaud Daniel Charles Walter Joachim Strasser, Alberto Ribeiro Guth, Christophe José Hidalgo, Hervé Daudin, Michael Klein, Peter Paul Lourenço Estermann, Renato Carvalho do Nascimento and Roberto Fulcherberguer. 7. CERTIFICATE: I hereby declare that these minutes are a true copy of the minutes recorded in the Book of Registry of Minutes of Meetings of the Company s Board of Directors. Ronaldo Iabrudi dos Santos Pereira Presidente Ana Paula Tarossi Silva Secretária