SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a-16
or 15d-16 of
the Securities Exchange Act
of 1934
For the month of December, 2008
Brazilian
Distribution Company
(Translation of
Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3126 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
Corporate Taxpayers' (CNPJ/MF) 47.508.411/0001 -56
Company Registry (NIRE) 35300089901
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON DECEMBER 22, 2008
1- DATE, TIME AND VENUE: On December 22, 2008 at 11:00 AM at the Company’s headquarters located in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Luiz Antônio, no. 3142.
2- CALL NOTICE: A Call Notice was published in the ”Diário Oficial do Estado de São Paulo” on December 6, 9 and 10, on pages 4, 15 and 20, respectively, and in the newspaper “Folha de São Paulo”, on December 6, 8 and 9, on pages B4, B4 and B7, respectively.
3- QUORUM: Shareholders representing over two-thirds of the voting capital, with the abstention of those legally impeded from voting.
4- PRESIDING: Chairman: Abilio dos Santos Diniz; Secretary: Marise Rieger Salzano.
5 - AGENDA: To approve the management proposal for: (a) the inclusion of a new activity in the Company’s corporate purpose corresponding to the management of food, meal, drugstore, fuel, and transportation vouchers/cards and other cards arising from the activities related to its corporate purpose and the addition of a new item “t” to Paragraph 1 of Article 2 of the Bylaws, with the consequent renumbering of the following item; and (b) the amendment of the following articles of the Bylaws in order to update them: items XIII and XVIII of Article 9; Sole Paragraph of Article 13; Article 14; caput and Paragraph 3 of Article 15 and; and items “n”, “p” and “q” of Article 18.
6 - RESOLUTIONS: The General Meeting, representing over two-thirds of the Company’s voting capital:
6.1 - Approved the management’s proposal to: (a) include a new activity in the Company’s corporate purpose corresponding to the management of food, meal, drugstore, fuel, and transportation vouchers/cards and other cards arising from the activities related to its corporate purpose and the addition of a new item “t” to Paragraph 1 of Article 2 of the Bylaws, with the consequent renumbering of the following item, which shall now read as follows:
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“ARTICLE 2 - The corporate purpose of the Company is the sale of manufactured, semi-manufactured or raw products, both Brazilian and foreign, of any type or species, nature or quality, provided that the sale of such products is not prohibited by law.
First Paragraph The Company may also engage in the following activities:
[ ]
t) provision of management services of food, meal, drugstore, fuel and transportation vouchers/cards and other cards resulting from the activities related to its corporate purpose; and
u) representation of other companies, both Brazilian and foreign, and participation in other companies irrespective of the form or object of same.
[ ].”
6.2 - Approved the management proposal to amend the Bylaws, pursuant to the Annex, in order to update them, as follows: (i) to reorder the wording of items XIII and XVIII of Article 9; (ii) to amend the Sole Paragraph of Article 13, allowing board members, in the event of their absence or temporary impediment from attending a Board Meeting, to appoint, in writing, someone to represent them at the respective Meeting, with the consequent exclusion of Paragraph 2 of Article 14, so that said Article shall have a Sole Paragraph only; (iii) to amend the caput of Article 15, fixing the minimum number of Board of Directors’ Meetings at five per year, with the consequent alteration to their installation quorum dealt with in Paragraph 3, given the amendments to Articles 13 and 14 above; and (iv) to exclude the word “previously” in items “n”, “p” and “q” of Article 18, also reordering the wording of item “n” .
6.3 - Approved the consolidation of the Bylaws to reflect the amendments approved herein, said Bylaws reading as in the Annex to this Extraordinary General Meeting.
7 - INSTRUMENTS FILED:
a) Management Proposal; and
b) Call Notice.
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8 - CLOSURE: There being no further business on the agenda, the meeting was closed and these minutes were drawn up, read, approved and signed by all those present. São Paulo, December 22, 2008. Signatures: Abilio dos Santos Diniz – Chairman; Marise Rieger Salzano – Secretary.
Shareholders: Wilkes Participações S.A., by itself and as the owner of the voting rights of Sudaco Participações Ltda. and Casino Guichard Perrachon (represented by Marise Rieger Salzano and Juan Javier Bordaberry Herran).
This is a free translation of the original minutes.
MARISE RIEGER SALZANO
Secretary
Attorney’s signature:________________________
André Rizk - Brazilian Bar Association (OAB/SP) 207.927
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COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
BY-LAWS OF THE
CHAPTER I
NAME, HEAD OFFICE, PURPOSE AND DURATION
ARTICLE 1 - COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO is a stock corporation with head offices and jurisdiction at Av. Brigadeiro Luiz Antonio, No. 3142, in the City of São Paulo, Federative Republic of Brazil, hereinafter governed by these By-laws, by Law 6,404 dated December 15, 1976, as amended, and other applicable legal provisions.
ARTICLE 2 - The corporate purpose of the Company is the sale of manufactured, semi-manufactured or raw products, both Brazilian and foreign, of any type or species, nature or quality, provided that the sale of such products is not prohibited by law.
First Paragraph - The Company may also engage in the following activities:
a) manufacture, processing, exportation, importation and representation of products either on its own or through third parties;
b) international trade, including that involving coffee;
c) importation, distribution and sale of cosmetic products for hygienic or make-up purposes, toiletries, sanitary and related products and food supplements;
d) sale of drugs and medicines, pharmaceutical and homeopathic specialties, chemical products, accessories, dental care equipment, tools and equipment for surgery, production of chemical products and pharmaceutical specialties, with the possibility that such activities of the Company are specialized as Drugstore, Allopathic Drugstore, Homeopathic Drugstore or Manipulation Drugstore of each specialty;
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e) sale of oil products, filling up of fuels of any kind, rendering of technical assistance services, garage, repair, washing, lubrication, sale of accessories and other similar services, of any vehicles;
f) sale of products, drugs and general veterinary medicines; veterinary office, clinic and hospital and pet shop with bath and shearing service;
g) rental of VCR tapes;
h) performance of photo, film and similar studio services;
i) execution and administration of real estate transactions, purchasing, promoting subdivisions and incorporations, leasing and selling real estate properties on the Company’s own behalf as well as for third parties;
j) acting as distributor, agent and representative of merchants and industrial concerns established in Brazil or abroad and, in such capacity, for consignors or on its own behalf acquiring, retaining, possessing and carrying out any operations and transactions in its own interests or on behalf of such consignors;
k) data processing services;
l) building and construction services of all kinds, either on its own behalf or for third parties, purchase and sale of construction materials and installation and maintenance of air conditioning systems, cargo loaders and freight elevators;
m) utilization of sanitary products and related products;
n) highway transportation of general freight for its own products, including warehousing and storage services;
o) general advertising, including for other connected fields, being duly observed any legal restrictions;
p) purchase, sale and distribution of books, magazines, newspapers, periodicals and similar products;
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q) performance of studies, analysis, planning and markets research;
r) performance of market test for the launching of new products, packing and labels;
s) creation of strategies and analysis of "comportamento setorial de vendas", of special promotions and advertising;
t) provision of management services of food, meal, drugstore, fuel and transportation vouchers/cards and other cards resulting from the activities related to its corporate purpose; and
u) representation of other companies, both Brazilian and foreign, and participation in other companies irrespective of the form or object of same.
Second Paragraph- The Company may provide guarantees or collateral for business transactions of its interest, although it must not do so merely as a favor.
ARTICLE 3 - The Company’s term of duration shall be indefinite.
CHAPTER II
CAPITAL STOCK AND SHARES
ARTICLE 4 - The Company’s Capital Stock is R$ 4,450,725,333.81 (four billion, four hundred and fifty million, seven hundred and twenty-five thousand, three hundred and thirty-three Reais and eighty-one centavos), entirely paid in and divided into 235,249,343 (two hundred and thirty-five million, two hundred and forty-nine thousand, three hundred and forty-three) shares with no par value, of which 99,679,851 (ninety-nine million, six hundred and seventy-nine thousand, eight hundred and fifty-one) common shares and 135,569,492 (one hundred and thirty-five million, five hundred and sixty-nine thousand, four hundred and ninety-two) preferred shares.”
First Paragraph - The shares of capital stock are indivisible in relation to the Company and each common entitles its owner to one vote at the General Shareholders' Meetings.
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Second Paragraph - The shares shall be recorded in book-entry systems and be kept in deposit accounts on behalf of their holders with the authorized financial institution designated by the Company, without issuance of share certificates.
Third Paragraph - The shareholders may convert their common shares into preferred shares at any time, provided that such shares are fully paid in and considering the limit provided by Article 5 below. The request for conversion shall be addressed in writing to the Executive Officers Committee. The conversion requests received by the Executive Officers Committee shall be subsequently ratified at the next meeting of the Board of Directors to be held, if the conditions herein above are met.
Fourth Paragraph - The cost of the service of transferring the ownership of the book-entry shares charged by the depositary financial institution may be passed on to the shareholder, pursuant to the third paragraph of Article 35 of Law No. 6,404 dated 12/15/76, subject to the maximum limits established by the Brazilian Securities Exchange Commission ("Comissão de Valores Mobiliários").
ARTICLE 5 - The Company is entitled to issue new shares without maintaining proportion between types and/or classes of the existing shares, provided that the number of preferred shares shall not exceed the limit of 2/3 (two thirds) of the total issued shares.
First Paragraph - The preferred shares shall be entitled to the following privileges and preferences:
a) priority in the reimbursement of capital, in an amount calculated by dividing the Capital Stock by the number of outstanding shares, without premium, in the event of liquidation of the Company;
b) priority in the receipt of a minimum annual dividend in the amount of R$ 0,08 (eight cents of Real) per 1 (one ) preferred share, on a non-cumulative basis;
c) participation under equal conditions as the common shares in the distribution of bonus shares resulting from capitalization of reserves or retained earnings;
d) participation in the receipt of dividend as set forth in Article 35, IV, item "c" of these By-Laws, which shall be distributed for the common and preferred shares so as to for each preferred share shall be ascribed a dividend ten percent (10%) higher than the dividend assigned to each common share, pursuant to the provisions of Article 17, first paragraph, of Law No. 6,404/76, as amended by Law No. 10,303/01, including, for purposes of such calculation, in the sum of the total amount of dividends paid to the preferred shares, the amount paid as minimum dividend set forth in item "b" of this First Paragraph.
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Second Paragraph - The preferred shares shall have no voting rights.
Third Paragraph - The preferred shares shall acquire voting rights in the event that the Company fails to pay the minimum dividends to which they are entitled according to these By-laws for a period of 3 (three) consecutive fiscal years, according to the provisions of first paragraph of Article 111 of Law No. 6,404/76. These voting rights will cease upon the payment of such minimum dividends.
ARTICLE 6 - The Company is authorized to increase its Capital Stock by resolution of the Board of Directors without the need to amendment the Company by-laws, up to the limit of 400,000,000 (four hundred million) shares, through issuance of new common or preferred shares, with due regard to the limit established in article 5 above.
First Paragraph - The limit of the Company’s authorized capital shall only be modified by decision of a General Shareholders Meeting.
Second Paragraph - Within the limit of the authorized capital and in accordance with the plan approved by the General Shareholders Meeting, the Company may grant stock options to the members of its management bodies or employees, or to individuals providing services to the Company.
ARTICLE 7 - The issuance of shares, subscription bonuses or debentures convertible into shares, may be approved by the Board of Directors, with the exclusion or reduction of the term for the exercise of preemptive rights, as provided in Article 172 of Law No. 6,404/76.
Sole Paragraph - Except for the provision set out in the heading of this article, the shareholders shall be entitled to preemptive rights, in proportion to their respective equity interests, in the subscription of any Company’s capital increases, with the exercise of such right being governed by the legislation applicable thereto.
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CHAPTER III
GENERAL SHAREHOLDERS MEETING
ARTICLE 8 - The General Shareholders' Meeting is the meeting of the shareholders. The shareholders may participate at the General Shareholders' Meetings either in person or through attorneys-in-fact appointed as provided by law, in order to resolve upon the matters of interest of the Company.
ARTICLE 9 – The General Meeting shall be instated and chaired by the Board of Directors Chairman, in his absence, by the Chief Executive Officer and, in his absence, by an Officer appointed by the Board of Directors Chairman. The General Meeting shall be called by the Board of Directors Chairman and shall have the following attributions:
I – the amendment to the Company's By-laws;
II – the appointment and removal of members of the Company's Board of Directors at any time;
III – the appointment and removal of the Chairman of the Company's Board of Directors;
IV – the approval, annually, of the accounts and financial statements of the Company´s management, prepared by them;
V – the approval of any issuance of common or preferred shares up to the limit of the authorized capital, as provided in Article 6 above and/or any bonuses, debentures convertible into its shares or with secured guarantee or securities or other rights or interests which are convertible or exchangeable into or exercisable for its shares, or any other options, warrants, rights, contracts or commitments of any character pursuant to which the Company is or may be bound to issue, transfer, sell, repurchase or otherwise acquire any shares and the terms and conditions of subscription and payment;
VI – the approval of any appraisals of assets, which the shareholders may contribute for the formation of the Company's capital;
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VII – the approval of any proposal for change the corporate form, amalgamation, merger (including merger of shares - incorporação de ações), spin-off or split of the Company, or any other form of restructuring of the Company;
VIII – the approval of any proposal for dissolution or liquidation of the Company, appointing or replacement of its liquidator(s);
IX – the approval of the accounts of the liquidator(s);
X – the establishment of the global annual compensation of the members of any management body of the Company, including fringe benefits;
XI – the approval or the amendment of the annual operating plan;
XII – the approval of any agreement or the amendment in any agreement, directly or indirectly, between the Company and/or its affiliates and any of its controlling shareholders or their relatives, members of its management bodies or any of its controlled companys and affiliates thereto, exception made to those executed in the ordinary course of business, which should be contracted at arms length (market conditions);
XIII – the purchase, sale, disposal of or creation of lien on any asset of the Company or any other investment by the Company in an individual amount or cumulated over a fiscal year in excess of the amount in Reais equivalent to US$ 100,000,000.00 (one hundred million U.S. Dollars) or in excess of an amount equal to 6% (six per cent) of the net worth (“patrimônio líquido”) of the Company as determined in its latest annual balance sheet, whichever is the higher;
XIV - the approval of request by the Company of self-bankruptcy or of protection under any bankruptcy or reorganization law;
XV – the approval of any delisting of shares of the Company for trading on stock exchanges or filing for new listings;
XVI –the approval of any change in the Company's dividend policy;
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XVII - the approval of any financial arrangement, including the lending or borrowing by the Company of funds and the issuance of non-convertible debentures, in excess of an individual amount equal to two (2) times EBITDA of the preceding twelve (12) months; and
XVIII - the approval of any joint venture of the Company with a third parties involving an individual investment or cumulated over a fiscal year in excess of the amount in Reais equivalent to US$ 100,000,000.00 (one hundred million U.S. Dollars) or in excess of an amount equal to six (6) percent of the net worth (“patrimônio líquido”) of the Company as determined in its latest annual balance sheet, whichever is the higher.
ARTICLE 10 – Any resolution of the General Shareholders’ Meeting shall be taken by the approval of shareholders representing at least the absolute majority of the present shareholders entitled to vote, except if qualified quorum is required by law.
ARTICLE 11 – The Annual Shareholders’ Meeting shall have the attributions set forth in the law and shall take place during the first four months following the end of each fiscal year.
Sole Paragraph - Whenever necessary, the General Shareholders’ Meeting may be installed extraordinarily, and may be carried out subsequently with the Annual Shareholders’ Meeting.
CHAPTER IV
MANAGEMENT
ARTICLE 12 - The Company shall be managed by a Board of Directors and an Executive Officers Committee.
First Paragraph - The term of office of the members of the Board of Directors and the Executive Officers Committee shall be up to 3 (three) years, reelection being permitted.
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Second Paragraph - The Directors and the Executive Officers shall take office by signing their oaths in the Book of Minutes of the Board of Directors or of the Executive Officers Committee, as the case may be.
Third Paragraph - The term of office of the Directors and Executive Officers shall be extended until their respective successors take office.
Fourth Paragraph - The minutes of the meetings of the Board of Directors and of the Executive Officers Committee shall be record in the proper book, which shall be signed by the present Directors and Executive Officers, as the case may be.
Section I
Board of Directors
ARTICLE 13 - The Board of Directors shall consist of at least 3 (three) and no more than 18 (eighteen) members, all of whom must be shareholders of the Company, elected and removed by the General Shareholders' Meeting.
Sole Paragraph - Considering the provisions of article 14, in the event of absence or temporary absence of any Director, that Director shall appoint, in writing, him/her replacement among the other Board members. In this case, besides his/her own vote, the Board Member who is to replace the temporarily absent or impeded Board Member, shall also cast the vote of the member replaced. In the event of permanent vacancy of a Director´s office, the Chairman shall call a General Shareholders’ Meeting within 15 (fifteen) days from the date of the occurrence of vacancy to fulfill such position permanently, until the end of the relevant term in office.
ARTICLE 14 - The Board of Directors shall have a Chairman, appointed by the General Shareholders' Meeting.
Sole Paragraph - In the event of absence of the Chairman of the Board of Directors, he shall appoint, in writing, other Director to replace him, who will perform the Chairman’s duties. In the event of permanent vacancy of the Chairman, any of the Directors shall call a General Shareholders’ Meeting within 15 (fifteen) days from the date of vacancy, for the appointment of the new Chairman of the Board of Directors in permanent manner, until the end of the relevant term in office.
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ARTICLE 15 - The Board of Directors shall ordinarily meet at least five times every year, to review the financial and other results of the Company and to review and follow-up of the annual operating plan, and shall extraordinarily meet whenever necessary.
First Paragraph - The Chairman shall call the meetings of the Board of Directors, by his or her initiative or at the written request of any Director. Failure by the Chairman to call any meeting within 7 (seven) calendar days from the date of receipt of the request by any Director shall allow such Director to call the meeting.
Second Paragraph – The calls for the meetings of the Board of Directors shall be made in writing, either by telex, facsimile or letter, at least 7 (seven) days prior to the date of each meeting, shall specify time and place and comprise a detailed agenda of the meeting. Any proposal of resolutions and all necessary documentation related thereto shall be at the Board of Directors disposal at the Company’s head office. The meetings shall be held regardless the respective call notice in case of attendance of all Directors in office at such time, or by the prior written consent of the absents Directors.
Third Paragraph – The presence of at least 10 (ten) members of the Board of Directors, including those represented according to the sole paragraph of articles 13 and 14 above, shall be required for the installation of a meeting of the Board of Directors.
Fourth Paragraph – The Chairman of the Board of Directors, in each meeting of the Board of Directors, may invite members of the Advisory Board of the Company as guests, who may express their opinions and participate in the discussions, without the right to vote.
ARTICLE 16 - The Board of Directors meetings shall be presided by its Chairman, or in its latter's absence, by other Director indicated by him.
Sole Paragraph – The resolutions of the Board of Directors shall be taken by majority of “ayes” cast by its members, and in case of a draw, the Chairman of the Board shall cast the tie braking vote, except as regards to the matters in which there is a conflict of interests, in which case the Chairman shall abstain from voting. Board members may partake of the meetings of the Board of Directors through e-conferencing, through video-conferencing or through any other means of electronic communications, being construed as attending the meeting and being required to confirm their vote through a written representation forwarded to the Chairman of the Board by letter, by facsimile or by e-mail right after the end of the meeting. Once said representation has been received, the Chairman of the Board shall have been fully empowered to sign the minutes of the meeting in the name of said board member.
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ARTICLE 17 - The Board of Directors shall have an Executive Secretary, appointed by majority of the Directors, whose duties shall be defined in the meeting at which he is appointed.
ARTICLE 18 - In addition to the powers provided for in the applicable law, the Board of Directors shall have the powers to:
a) set forth the general guidelines of the Company's business;
b) appoint and remove the Executive Officers of the Company, establishing their duties and titles;
c) supervise action of the Executive Officers of the Company, examine, at any time, the records and books of the Company, request information on agreements executed or to be executed and on any other acts or matters;
d) call the General Shareholders' Meeting;
e) issue an opinion on the report of the management, the accounts of the Executive Officers Committee and the financial statements of the Company;
f) approve the issuance of shares of any type or class up to the limit of the authorized capital and establish the respective price and payment conditions;
g) appoint and remove the independent public accountants;
h) issue an opinion on any and all proposals of the Executive Officers Committee to be submitted to the General Shareholders’ Meetings;
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i) authorize the acquisition of shares of the Company for purposes of cancellation or maintenance in treasury;
j) develop, jointly with the Executive Officers Committee, and approve a profit sharing and additional benefits program for the members of the management bodies and for the employees of the Company (Profit Sharing Program);
k) define the share of Company's profits to be allocated to the Profit Sharing Program in due compliance with the applicable legal provisions, these By-laws and the Profit Sharing Program in effect at such time. The amounts expensed or accrued in each fiscal year by way of profit sharing in addition to granting option to purchase Company’s stock shall be limited up to 15% (fifteen per cent) of the profit recorded in each fiscal year after the pertinent deductions have been effected in accordance with Article 189 of Law No. 6404/76;
l) set forth the number of shares to be issued under the stock option plan previously approved by the General Shareholders Meeting, provided that the limit established in item "l" above is duly observed;
m) set up Committees, that shall be responsible for making proposals or recommendations and giving their opinions to the Board of Directors and set forth its respective attributions, in accordance with the provisions of these By-laws ;
n) approve the acquisition, sale, disposal or creation of any lien on any asset, including any real estate, of the Company or any other investments made by the Company in an individual amount or cumulated over a fiscal year in excess of the amount in Reais equivalent to US$ 20,000,000.00 (twenty million U.S. Dollars) and up to the amount in Reais equivalent to US$ 100,000,000.00 (one hundred million U.S. Dollars) or in excess of an amount equal to 1% (one percent) and up to 6% (six percent) of the net worth (patrimônio líquido) of the Company as determined in its latest annual balance sheet, whichever is the higher;
o) approve any financial arrangement involving the Company, including the lending or borrowing of funds and the issuance of non-convertible and unsecured debentures, in excess of an individual amount equivalent to 0,5 (one half) and up to 2 (two) times EBITDA of the preceding 12 (twelve) months;
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p) approve the joint venture of the Company with third parties involving an individual investment or cumulated over a fiscal year up to the amount in Reais equivalent to US$ 100,000,000.00 (one hundred million U.S. Dollars) or up to an amount equal to 6% (six percent) of the net worth (patrimônio líquido) of the Company as determined in its latest annual balance sheet, whichever is the higher to be submitted to the General Shareholders’ Meetings; and
q) approve any and all agreement or amendment in any agreement, directly or indirectly, between the Company and/or its affiliates and any of its controlling shareholders or their relatives, members of its management bodies and their affiliates, except from those matters under regular course of business, which shall be executed under market conditions (arms-length) to be submitted to the General Shareholders’ Meetings;
ARTICLE 19 - The Company shall set up four (4) Social Committees to wit: (i) the Audit Committee; (ii) the Human Resources and Remuneration Committee; (iii) the Finance Committee; and (iv) the Development and Innovation Committee; which shall have the function to elaborate proposals or to effect recommendations to the Board of Directors as regards their specific areas of performance. The Board of Directors may set up other Committees besides the aforementioned ones.
First Paragraph - Each Special Committee shall be composed of 3 (three) to 5 (five) members for a term of office of 3 (three) years, reelection being permitted. The members of each of the Special Committees shall be appointed by the Board of Directors, solely among its members and shall also designate the President of each Special Committee.
Second Paragraph - In the event of absence of any member of a Special Committee, the absent member shall appoint other Director to replace him. In the event of permanent vacancy, the Chairman shall within 7 (seven) days as of the occurrence of vacancy call a Board of Directors’ Meeting for the appointment of the new member of the Special Committee to end the relevant term in office. There shall be no prohibition on the appointment of a member to more than one Special Committee in the same term of office.
Third Paragraph - The Special Committees shall hold meetings whenever called by the Chairman, by his or her own initiative or at the written request of any member of any Special Committee. Failure by the Chairman to call any meeting of any Special Committee requested by any of its members within 7 (seven) days from the date of receipt of the request by any member allows such member to call the meeting.
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Forth Paragraph - The attributions of each Special Committee shall be set forth by the Board of Directors.
Section II
Executive Officers Committee (“Diretoria”)
ARTICLE 20 - The Executive Officers Committee (“Diretoria”) shall be composed of at least 2 (two) and no more than 14 (fourteen) members, shareholders or not, resident in Brazil, appointed and removed by the Board of Directors, one (1) being the Chief Executive Officer and the others Executive Officers.
ARTICLE 21 –The Executive Officers shall be in charge of the general duties set forth in these by-laws and those establish by the Board of Directors and shall keep mutual corporation among themselves and assist each other in the performance of their duties and functions.
First Paragraph – The duties and titles of each Executive Officer, shall be established by the Board of Directors.
Second Paragraph - In the event of absences, occasional impairments and vacancy, the Executive Officers shall be replaced in the following manner:
a) in the event of absences and occasional impairments of the CEO, he shall be replaced by other Executive Officer indicated by him and in the event of permanent vacancy, the Board of Directors shall appoint the CEO’s substitute within 30 (thirty) days, who shall complete the term of office of the CEO;
b) in the event of absences and occasional impairments of the remaining Executive Officers, they shall be replaced by the CEO and, in the event of permanent vacancy, the Board of Directors shall appoint the Executive Officer’s substitute within 15 (fifteen) days, who shall complete the term of office of the substituted Executive Officer.
ARTICLE 22 - The Executive Officers Committee shall meet upon call of its CEO or of half of its Executive Officers in office.
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Sole Paragraph - The minimum quorum required for the installation of a meeting of the Executive Officers Committee is the presence of at least 1/3 (one third) of the Executive Officers in office at such time. The resolutions of the Executive Officers Committee shall be approved by the majority of the votes. In the event of a tie in connection of any matter subject to the Executive Officers approval, such matter shall be submitted to the Board of Directors.
ARTICLE 23 - In addition to the duties that may be attributed to the Executive Officers Committee by the General Shareholders’ Meeting and by the Board of Directors, and without prejudice to the other legal duties, the Executive Officers Committee shall have the power to:
I - manage the Company’s business and ensure compliance with these by-laws;
II – ensure that the Company’s purpose is carried out;
III - approve all plans, programs and general rules of operation, management and control for the development of the Company, in accordance with the guidelines determined by the Board of Directors;
IV - prepare and submit to the Annual Shareholders’ Meeting a report on the corporate business activities, including the balance sheet and financial statements required by law for each fiscal year, as well as the respective opinions of the Audit Committee, as the case may be;
V – guide all Company's activities under the guidelines set forth by the Board of Directors and appropriate to the fulfillment of its purposes;
VI – suggest investment and operating plans or programs to the Board of Directors;
VII - authorize the opening and closing of branches, agencies or depots and/or institute delegations, offices and representations in any location of the national territory or abroad;
VIII – render an opinion on any matter to be submitted to the Board of Directors approval; and
IX - develop and carry out, jointly with the Board of Directors, the Employee Profit Sharing Program.
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ARTICLE 24 –The Chief Executive Officer, in particular, is entitled to:
a) plan, coordinate, conduct and manage all Company’s activities, as well as perform all executive and decision-making functions;
b) carry out the overall supervision of all Company’s activities, coordinating and guiding the other Executive Officers’ activities;
c) call, install and preside the meetings of the Executive Officers Committee;
d) coordinate and conduct the process of approval of the annual/pluriannual budget and of the investment and expansion plans together with the Board of Directors; and
e) suggest functions and respective candidates for the Executive Officers positions of the Company and submit such suggestion to the Board of Directors approval.
ARTICLE 25 - It is incumbent upon the Executive Officers to assist and support the CEO in the administration of the Company, in accordance with duties determined by the Board of Directors and perform all acts necessary for the regular Company’s activities, as long as these acts have been duly authorized by the Board of Directors.
ARTICLE 26 - The Executive Officers shall represent the Company actively and passively, in court and outside courts and before third parties, performing and signing all acts that result in obligations to the Company.
First Paragraph – For the granting of powers-of-attorney, the Company shall be represented by 2 (two) Executive Officers, acting jointly, of whom one must always be the CEO or others Executive Officers to be appointed by the Board of Directors, and all powers-of-attorney shall a validity term, except for powers-of-attorney granted for judicial purposes, in addition to the description of the powers granted which may cover any and all acts, including those related to banking operations;
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Second Paragraph - In case of acts that entail any kind of acquisition, sale, disposal or creation of any lien on any Company’s asset, including any real estate, as well as, for the granting of powers-of-attorney for the practice of such acts, the Company is required to be represented jointly by three (3) Executive Officers of whom one must always be the CEO and the others Executive Officers to be appointed by the Board of Directors.
Third Paragraph - The Company shall be considered duly represented:
a) jointly by two Executive Officers of whom one must always be the CEO or other Executive Officer to be appointed by the Board of Directors;
b) jointly by one Executive Officer to be appointed by the Board of Directors, and an attorney-in-fact, when so determined by the respective power -of -attorney and in accordance with the powers contained therein;
c) jointly by two attorneys-in-fact, when so determined by the respective power of attorney and in accordance with the powers contained therein;
d) solely by an attorney-in-fact or Executive Officer, in specific cases, when so determined by the respective power of attorney and in accordance with the powers contained therein.
CHAPTER V
ADVISORY BOARD
ARTICLE 27 - The Company may have an Advisory Board, on a non-permanent basis, with up to 13 (thirteen) members, shareholders or not, appointed by the General Shareholders’ Meeting.
First Paragraph - The members of the Advisory Board shall have a term of office of 3 (three) years, reelection being permitted, and may receive the compensation set forth by the General Shareholders’ Meeting.
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Second Paragraph – The Advisory Board, when installed, shall meet ordinarily once every six months and extraordinarily whenever called by the Chairman of the Board of Directors.
Third Paragraph - The call notices for the meetings of the Advisory Board shall appoint the agenda to be discussed, as well as the place, date and time of the meetings, and shall be sent by mail or facsimile, at least 5 (five) days prior to the meeting.
Fourth Paragraph - The resolutions of the Advisory Board shall be record in the proper book, which shall be signed by the present members.
ARTICLE 28 - It is incumbent upon the Advisory Board to:
a) recommend to the Board of Directors measures to be taken to ensure the preservation and development of Company business and activities; and
b) render opinion on any matters submitted to them by the Board of Directors.
CHAPTER VI
FISCAL COUNCIL
ARTICLE 29 - The Fiscal Council shall exist on a non-permanent basis and shall be installed by the General Shareholders' Meeting, which shall appoint its members when necessary.
Sole Paragraph - The members of the Fiscal Council and their alternates shall perform their positions up to the first Annual Shareholders' Meeting held after their respective appointment, reelection being permitted.
ARTICLE 30 - The Fiscal Council shall be composed of no less than 3 (three) and up to 5 (five) effective members and the same number of alternates, residents in the country, shareholders or not, all of then qualified in accordance with the legal provisions.
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ARTICLE 31 - The appointed Fiscal Council shall have the powers and duties conferred upon then by law.
ARTICLE 32 - The compensation of the members of the Fiscal Council shall be fixed by the General Shareholders' Meeting in which they are appointed, with due observance of the legal limit.
CHAPTER VII
CORPORATE YEAR AND FINANCIAL STATEMENTS
ARTICLE 33 - The fiscal year ends on December 31 of each year, when the balance sheet and financial statements required by applicable law shall be prepared.
ARTICLE 34 - The Company may, at the discretion of the Executive Officers Committee, prepare quarterly or semi-annual balance sheets.
CHAPTER VIII
PROFIT DESTINATION
ARTICLE 35 – Upon the preparation of the balance sheet, the following rules shall be observed with respect to the distribution of the profits:
I - from the profits of the fiscal year shall be deducted, before any allocation of net income, the accumulated losses and the provision of the income tax;
II - After deducting the portions described in item I above, the portion to be distributed in the form of employee profit sharing shall be deducted, as determined by the Board of Directors, in compliance with the Profit Sharing Program and under the terms and according to the limits provided in items "j" and "k" of Article 18 herein;
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III - in due compliance with the terms and limits established in paragraphs of Article 152 of Law No. 6404/76 and the limit established in item “k” of Article 18 herein, the amount corresponding to the managers in the Company’s profits shall be deducted, as determined by the Board of Directors, in compliance with the Profit Sharing Program;
IV - the remaining net profits shall have the following destination:
a) 5% (five per cent) shall be allocated to the legal reserve fund until such reserve reaches the limit of 20% (twenty per cent) of the Capital Stock;
b) amounts to the formation of the reserve for contingencies reserve, if so decided by the General Shareholders’ Meeting;
c) 25% (twenty five per cent) shall be allocated to the payment of the mandatory dividends pursuant to First Paragraph below, in accordance with the provisions contained in first paragraph of Article 5 herein;
d) the profit not provisioned in the reserve described in Second Paragraph below and not allocated in accordance with the provisions of Article 196 of Law No. 6404/76 shall be distributed as additional dividends.
First Paragraph –The mandatory dividends shall be calculated and paid in accordance with the following rules:
a) the basis for calculation of the dividends payable shall be the net profit of the fiscal year, less the amounts allocated to the legal reserve and the contingency reserves and plus the amount obtained from the reversion of the reserves of contingencies formed in the previous fiscal year;
b) the payment of the dividend calculated in accordance with the provisions of the previous item may be limited to the amount of the net profit effectively realized of the fiscal year for that has ended pursuant to the law, provided that the difference is registered as reserve for profits to be realized;
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c) the profits registered in the reserve for profits to be realized, when accrued and if such profits have not been absorbed by the losses in the subsequent fiscal years, shall be increased to the first declared dividends after such realization.
Second Paragraph – It is hereby created, the Reserve for Expansion, which purpose shall ensure resources for financing additional investments in fixed assets and working capital and to which shall be allocated up to 100% of the remaining profits after the deductions and destinations established in items "a", "b" and "c" of item IV above. The total amount provisioned in such reserve shall nor exceed the total amount of the Company’s Capital Stock.
Third Paragraph - If duly authorized by the Board of Directors, the Company may elect to distribute interim dividends, ad referendum by the General Shareholders’ Meeting.
Fourth Paragraph - The Company may elect to pay or credit interests as remuneration of its own capital calculated on the accounts of the net worth, in due observance of the rate and limits determined by law.
ARTICLE 36 – The amount of dividends shall be placed at the shareholders disposition within a maximum term of 60 (sixty) days as from the date of their allotment, and may be monetarily adjusted, if so determined by the Board of Directors, subject to the applicable legal provisions.
ARTICLE 37 - The financial statements and accounts of the Company shall be audited on an annual basis by internationally recognized independent accountants.
CHAPTER IX
LIQUIDATION
ARTICLE 38 - The Company shall be liquidated in the cases provided by law, and the General Shareholders’ Meeting shall determine the form of liquidation, appoint the liquidator and the members of the Fiscal Council, which shall operate during the liquidation, and establish their compensation.
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CHAPTER X
FINAL PROVISIONS
ARTICLE 39 – The values in U.S.Dollars mentioned herein shall be exclusively used as reference for monetary update and shall be converted in Reais using the average exchange rate for the U.S. Dollar published by the Central Bank of Brazil.
ARTICLE 40 - The cases not regulated in these by-laws shall be solved in conformity with current applicable legislation.
ARTICLE 41 - The present by-laws shall come into effect as of the date of its approval by the General Shareholders Meeting.
São Paulo, December 22, 2008
Marise Rieger Salzano
Secretary
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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: December 23, 2008 | By: /s/ Enéas César Pestana Neto Name: Enéas César Pestana Neto Title: Administrative Director | |
| By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer |
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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.