TRADING POLICY OF SECURITIES ISSUED BY
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
- Purpose
1.1. The present Policy for Trading Securities Issued by Companhia Brasileira de Distribuição, prepared pursuant to CVM Standard 358, is intended to set forth standards and procedures that must be complied with in any trading of securities issued by the Company, or referenced thereto, by Persons Bound, in order to ensure compliance with good conduct practices and to prevent the inappropriate use of Privileged Information.
- Definitions
2.1. On performing and construing this Policy of Trading Securities Issued by the Company, the following terms shall have the meanings explained beside them:
Controlling Shareholder
shareholder or group of shareholders bound by a shareholders' agreement or under common control, which holds control, direct or indirect, over the Company, under Law No. 6,404/76 (the Brazilian Corporations Act), and subsequent amendments.
Management Members the Executive Officers and members of the Board of Directors, both acting members and alternates, of the Company.
Material Fact or Act any (i) decision of the Controlling Shareholders; (ii) resolution of the general meeting or of the Directors; or (iii) any other administrative, technical, business or economic- financial act or fact that occurred or is related to the Company's business that may have a significant influence on:
- the price of securities issued by the Company or to them referenced; (b) investors' decision to buy, sell or hold such securities; or (c) the decision of the investors to exercise any rights inherent to the condition of holder of securities issued by the Company or referenced thereto.
B3 | the major Brazilian stock exchange known as B3 - Brasil, |
Bolsa, Balcão. | |
Stock exchanges | it means the new Brazilian stock exchange, so-called B3 S.A. |
- Brazil, Bolsa, Balcão, as well as any other stock exchanges or | |
organized trading markets in which the Company has | |
Securities admitted to trading. | |
BTC | BTC Custodian Securities Bank, which is a securities lending |
service, upon the provision of guarantees, offered by B3 stock | |
exchange through an electronic system. |
Company
Members of the Audit Committee
Disclosure and Trading Committee
CVM
Investor Relations Officer
the Brazilian corporation known as Companhia Brasileira de Distribuição ("CBD");
the members of the Company's Audit Committee, both acting and deputy ones, when established, who are elected by resolution of the Company's Shareholders' General Meeting.
the committee responsible for providing the Corporation's Investor Relations Officer with assistance, and it was created with the purpose of supporting such IR Officer to perform his/her functions before CVM (CVM is the Brazilian Stock and Exchange Agency).
the Brazilian Securities and Exchange Agency
the Company's Executive Officer responsible for providing information both to the investors, to CVM, and to the Stock Exchanges, as well as for updating the documents and due measures before CVM so that the Corporation is kept listed in the stock exchange as an open corporation.
Former Members of the Management
Privileged
Information
CVM Standard 358
Management Members who no longer belong to the Company's management, pursuant to item 4.5 of this Trading Policy.
every Material Act or Fact not yet disclosed to the public.
the Standard of the Brazilian Securities and Exchange Agency No. 358 of January 3, 2002, as amended.
Brazilian Law No. | Law No. 6,404, of December 15, 1976, as amended. |
6.404/76 | |
Blackout Period | any and all periods in which there is an impediment to the |
trading of Securities by regulatory determination or this | |
Trading Policy, as well as a result of any report by the Investor | |
Relations Officer. | |
Related People | individuals related to Persons Bound as a result of the |
following circumstances: (i) the spouse, from whom one is not | |
separated by a court decision, (ii) the common-law spouse; (iii) | |
any dependent included in the individual's annual income tax | |
return; and (iv) companies directly or indirectly controlled by | |
the Persons Bound or by the Related People. | |
Persons Bound | (i) the Company itself, (ii) the Controlling Shareholders, |
Management Members, Fiscal Council Members, Former | |
Management Members, and members of any bodies with | |
technical or advisory functions of the Company created by | |
statutory provision, (iii) Company employees who have | |
permanent or random access to Privileged Information; (iv) | |
third parties hired by the Company who, in relation to the | |
activities performed by the Company, have permanent or | |
random access to Privileged Information; and (v) any person | |
who, by virtue of his or her position, function or duty in the | |
Company, the Controlling Companies, the Subsidiaries and | |
Affiliate Companies, who have (i) expressly adhered to this | |
Trading Policy and are required to comply with the rules | |
described herein; and (ii) permanent or random access to | |
Privileged Information, as well as others that the Company | |
deems necessary or convenient, as that may be appointed as a | |
Person Bound in consonance with item 3.5 below. | |
Stock Option Plan | general plan for the granting of stock options issued by the |
Company approved by the Company's general shareholders' | |
meeting, as existing from time to time. |
Individual | personal investment plan through which a Bound Person |
Investment Plan | undertakes in a voluntary, irrevocable and irreversible manner to |
invest or disinvest in Securities on pre-scheduled dates or | |
periods, pursuant to sections 15 and 15-A of CVM Standard | |
No. 358. | |
Trading Policy | this Trading Policy of Securities issued by the Company. |
Advisory | provision of advisory, assistance or any sort of consultancy |
Services | services on investment on Securities. |
Affiliate Companies | the companies in which the Company has significant influence, |
without controlling it, pursuant to paragraphs 1, 4 and 5 of | |
article 243 of Law 6,404/76 and their subsequent amendments. | |
Controlled | companies in which the Company, directly or through other |
Companies | companies, holds interests as a shareholder that guarantee, on |
a permanent basis, that the Company has predominance in the | |
corporate resolutions and the power to elect a majority of the | |
management members. | |
Controlling | companies that control the Company, whether directly or |
Companies | indirectly, which currently enjoy such status or may enjoy it |
in the future pursuant to Brazilian Law No. 6,404/76 and its | |
subsequent amendments. | |
Contract of Adhesion | the contract of adhesion to this Trading Policy, to be signed by |
the Persons Bound, according to the sample form contained in | |
Annex I to this Trading Policy, through which they declare to | |
be aware of the rules contained in the Trading Policy, | |
undertaking the obligation to comply with them and to ensure | |
that these rules are complied with by persons under their | |
influence. | |
Securities | all securities that are listed in the Act nº 6.385/1976, article |
2,as amended, that are issued by the Company, or referred to | |
them. |
- Persons to whom the Trading and Adhesion Policy applies
- The obligations set forth in this Trading Policy reach, for the purpose of express adherence, the Persons Bound.
- The Persons Bound shall expressly adhere to this Trading Policy by signing the suitable Contract of Adhesion, according to Annex I.
- The Company shall keep, at its headquarters, a list of all persons that had undersigned such Contract of Adhesion, with their corresponding personal or corporate full registration data, position or function, address, and enrollment number with the Brazilian Corporate Taxpayers' Roll (CNPJ) or with the Brazilian Individual Taxpayers' Roll (CPF), both of the Brazilian Ministry of Treasury.
- If the shareholder who undersigns the Contract of Adhesion is resident or domiciled abroad (not in Brazil), the Company shall maintain at its head offices the name or corporate name and the Individual Taxpayer's Registry (CPF No.) or the National Registry of Legal Entities (CNPJ) of its proxy or legal representative in Brazil.
- Whenever changes or alterations are made to the individual or personal data, the persons bound by the Contract of Adhesion shall immediate inform the Company about such alterations, by informing them to the Investor Relations Officer, who shall update and keep them always available to CVM.
- The Contracts of Adhesion shall remain on file at the Company's headquarters for as long as the signatories thereto keep bound to the Company, and, at least for five
(5) years after the date a signatory leaves the Company or ceases to be bound thereto.
- The Company may request third parties, including service providers, to adhere to the terms of this Trading Policy, even if temporarily, and the Investor Relations Officer is responsible for providing each department of the Company with advice and reporting about the necessity of adhering to this Policy by persons who, by virtue of the activities rendered to the Company, or else by virtue of their position, function or role in the Company, are rated as Persons Bound by the respective department.
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CBD - Companhia Brasileira de Distribuição published this content on 15 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 July 2022 08:52:05 UTC.