COMPANHIA BRASILEIRA DE DISTRIBUIÇAO NETHERLANDS HOLDING B.V. INFORMATION ON CAPITAL INCREASE DUE TO THE COMPANY'S STOCK OPTION PLAN APPROVED BY THE BOARD OF DIRECTORS IN MEETING HELD ON MAY 05, 2021 AND RECTIFIED AND RATIFIED ON JUNE 01, 2021.
In compliance with article 30 of CVM Rule No 480/09, as amended, the Company hereby provides the information required in the Exhibit 30-XXXII of such Rule, regarding the capital increase approved by the Company's Board of Directors on May 05, 2021 which was duly rectified and ratified in a Board of Directors Meeting held on June 01, 2021, due to the exercise of stock options granted to certain employees under the Company's stock option plans, as follows:
1. Date of the shareholders meeting in which the stock option plan was approved
On May 9, 2014 our shareholders approved, in an Extraordinary Shareholders Meeting the creation of a Stock Option Plan and its standard option agreement ('Stock Option Plan') and the creation of a Compensation in Stock Option Plan and its standard option agreement ('Compensation Plan', jointly with the Stock Option Plan, the 'Plans'). Amendments to the Plans were approved at the Annual and Special General Meeting held on April 24, 2015, at the Annual and Special General Meeting held on April 25, 2019 and at the Extraordinary General Meeting held on December 30, 2019. All shares issued in the capital increase approved herein derive from the Plans.
2. Amount of the capital increase and new capital stock
The approved, rectified and ratified capital increase in the Board of Directors Meeting held on June 01, 2021, is of R$ 5,788,757.48 (five million, seven hundred and eighty-eight thousand, seven hundred and fifty-seven reais and fourty-eight cents).
After the increase, the Company's capital stock sums up to the total amount of R$ 5,855,655,343.17 (five billion, eight hundred and fifty-five million, six hundred and fifty-five thousand, three hundred and forty-three reais and seventeen cents)
3. Number of shares issued of each type and class
This capital increase was approved through the issuance of 544,106 (five hundred and forty-four thousand and one hundred and six) common shares.
According to the Company's By-laws, such common shares hereby issued have the same characteristics and conditions and enjoy the same rights, benefits and advantages of other existing common shares issued by the Company, including dividends and other capital's remuneration that may be declared by the Company.
4. Issuance price of the new shares
| (i) | exercise of Series C4: R$ 13.98 |
| (ii) | exercise of Series B5: R$ 0.01 |
| (iii) | exercise of Series C5: R$ 15.42 |
| (iv) | exercise of Series B6: R$ 0.01 |
| (v) | exercise of Series C6: R$ 17.39 |
| (vi) | exercise of Series B7: R$ 0.01 |
| (vii) | exercise of Series C7: R$ 12.56 |
5. Price of each type and class of the issuer's shares in the markets in which they are traded:
Prior to the conversion of the preferred shares of the Company into common shares, such common shares did not possess market liquidity. Therefore, the Company presents below the prices of the common shares (PCAR3) from March 2nd, 2020 beyond, since this was the date in which the preferred shares ceased its negotiation and only common shares began being negotiated.
| Price | Apr/21 | Mar/21 | Feb/21 |
| Avarage | R$ 34.89 | R$ 26.55 | R$ 86.46 |
| Maximum | R$ 39.27 | R$ 33.80 | R$ 90.33 |
| Minimum | R$ 32.30 | R$ 21.35 | R$ 79.41 |
Average price for the last ninety (90) days (from February 1st, 2021, until April 14th, 2021): R$ 55.40
Preferred Shares (PCAR4)
| a) | minimum, average and maximum price in each year for the last three (3) years |
| Price | 2020(*) | 2019 | 2018 | 2017 |
| Average | R$ 86.11 | R$ 88.04 | R$ 77.20 | R$ 68.03 |
| Maximum | R$ 91.70 | R$ 98.43 | R$ 87.51 | R$ 80.85 |
| Minimum | R$ 72.04 | R$ 78.00 | R$ 63.92 | R$ 54.30 |
(*) Until February 28th, 2020.
| b) | minimum, average and maximum price in each quarter of year for the last two (2) years |
| Price | 1Q20(*) | 4Q19 | 3Q19 | 2Q19 | 1Q19 | 4Q18 | 3Q18 | 2Q18 | 1Q18 |
| Average | R$ 86.11 | R$ 82.59 | R$ 88.58 | R$ 89.18 | R$ 92,66 | R$ 81.72 | R$ 80.57 | R$ 75.71 | R$ 70.78 |
| Maximum | R$ 91.70 | R$ 90.08 | R$ 94.50 | R$ 98.43 | R$ 98,14 | R$ 86.68 | R$ 87.51 | R$ 82.15 | R$ 78.99 |
| Minimum | R$ 72.04 | R$ 78.00 | R$ 79.80 | R$ 79.14 | R$ 82,77 | R$ 77.76 | R$ 74.60 | R$ 66.48 | R$ 63.92 |
(*) Until February 28th, 2020.
| c) | minimum, average and maximum price in each month for the last six (6) months |
| Price | Mar/20(*) | Feb/20 | Jan/20 |
| Average | - | R$ 82.75 | R$ 88.86 |
| Maximum | - | R$ 87.63 | R$ 91.70 |
| Minimum | - | R$ 72.04 | R$ 84.02 |
(*) The preferred shares ceased its negotiation on March 2nd, 2020.
| d) | average price for the last ninety (90) days (from October 16th, 2019 until February 28th, 2020) |
| Average | R$ 84.31 |
6. Percentage of potential dilution resulting from the issuance
Percentage of dilution of 0.2023%.
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CBD - Companhia Brasileira de Distribuição published this content on 02 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 June 2021 12:56:03 UTC.
