Official Letter No. 313/2024/CVM/SEP/GEA-2

Rio de Janeiro, December 16, 2024.

To Mr.

Rafael Sirotsky Russowsky

Investor Relations Officer at

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Tel.: (11) 3886-0024

E-mail: gpa.ri@gpabr.com

C/C: Superintendence of Listing and Supervision of Issuers of B3 S.A. – Brasil, Bolsa, Balcão

E-mails: emissores@b3.com.br; ana.pereira@b3.com.br; ana.zane@b3.com.br

Subject: Request for Clarification – News published in the media

Mr. Officer,

1.     We refer to the Notice to the Market of the type “Acquisition/Disposal of Relevant Equity Interest” and subtype “Declaration of Acquisition of relevant Equity Interest” published through Empresas.NET system on 12/16/2024 at 8:04 a.m., and to the news published in the news portal in the world wide web on 12/16/2024, under the title “GPA(PCAR3) soars more than 20% after Tanure takes a position in the retailer”, with the following content:

GPA(PCAR3) soars more than 20% after Tanure takes a position in the retailer

Tanure has reached an agreement to acquire the Dia supermarket chain and has initiated consultations with Cade regarding the possibility of merging it with rival GPA

Felipe Moreira

12/16/2024 11:57 AM

After rising 4.87% last Friday (13), shares of the retailer GPA (PCAR3), which controls the Pão de Açúcar banner, surged again this Monday (16). The movement comes amid reports that Brazilian businessman Nelson Tanure has acquired a 9% stake in the Company, while awaiting approval for the purchase of the Dia supermarkets chain, currently controlled by the investment fund Lyra II.

According to a source consulted by Bloomberg, Tanure has reached an agreement to acquire the Dia Supermarket chain and has started consultations with Cade (Administrative Council for Economic Defense) regarding the possibility of merging it with rival Pão de Açúcar.

At 11:57 AM, the retailer’s stock was up 21.52%, trading at R$ 2.88.

If Cade gives initial approval, Tanure may formalize the merger request between the Companies in the first quarter of 2025. The source requested anonymity for discussing private information.

Cade stated that, so far, no formal notification regarding the deal has been published.

GPA operates around 700 stores, while the Dia chain has over 200 points of sale. On Thursday, the newspaper Valor Econômico was the first to report Tanure’s interest in merging the two companies.

2.     Regarding the News content, particularly the highlighted excerpts, we request your statement on the veracity of the information provided in the news article, and, if so, we also request additional clarifications on the matter, including an assessment of any potential adverse impacts resulting from the boycott, as well as an explanation of the reasons why the matter was not considered a Material Fact under CVM Resolution No. 44/21.

3.     Such statement must include a copy of this Official Letter and be sent through the Empresas.NET system, category “Notice to the Market”, type “Clarifications on CVM/B3 inquiries”. The fulfillment of this request for manifestation by means of a Notice to the Market does not exempt the eventual determination of liability for the failure to timely disclose a Material Fact, pursuant to CVM Resolution No. 44/21.

4.     Pursuant to article 3 of CVM Resolution No. 44/21, it is incumbent upon the Investor Relations Officer to disclose and communicate to the CVM and, if applicable, to the stock exchange and the entity of the organized over-the-counter market in which the securities issued by the company are admitted to trading, any material act or fact that occurred or related to its business, as well as ensuring their wide and immediate dissemination, simultaneously in all markets in which such securities are admitted to trading.

5.     We also recall the obligation set forth in the sole paragraph of article 4 of CVM Resolution No. 44/21, to inquire the Company's managers and controlling shareholders, as well as all other persons with access to material acts or facts, in order to ascertain whether they are aware of information that must be disclosed to the market.

6.     Pursuant to article 6, sole paragraph, of CVM Resolution No. 44/21, the controlling shareholders or directors of publicly-held companies have the duty of immediate disclosing material act or facts pending disclosure to the Investor Relations Director, in the event that such information escapes to the market or if there is an atypical fluctuation in the quotation, price or traded quantity of the securities issued by the publicly-held company or referenced to them. Therefore, if relevant information is leaked (through a press vehicle, for example), a Material Fact must be disclosed, regardless of whether or not the information originates from statements by Company representatives.

7.     As guided by Circular/Annual letter-2024-CVM/SEP, “the CVM has understood that, in the event of a leak of information or atypical fluctuations in the Company’s securities, the Material Fact must be immediately disclosed, even if the information relates to ongoing negotiations (not yet concluded), initial discussions, feasibility studies, or even a mere intention to carry out the transaction (see the judgment in CVM Proceeding No. RJ2006/5928 and PAS CVM No. 24/05)" (emphasis added).

8.     We also highlight that article 8 of CVM Resolution No. 44/21 provides that controlling shareholders, executive directors, members of the board of directors, of the fiscal council or any other organ with technical or advisory functions, created by statutory provision, and employees of the company, keep confidential information relating to a material act or fact to which they have privileged access due to the position or position they occupy until it is disclosed to the market. In addition, they must ensure that its subordinates and third parties they trust also do so, responding jointly with them in the event of any non-compliance.

9.     By order of the Superintendency of Business Relations, we alert that it will be up to this administrative authority, in the use of its legal powers and, based on item II, of art. 9th, of Law No. 6,385/76, and in article 7, combined with article 8, of CVM Resolution No. 47/21, to determine the application of a compensatory fine, without prejudice to other administrative sanctions, in the amount of R$ 1,000.00 (one thousand reais), for non-compliance with the requirements formulated, until December 17^th, 2024.

Sincerely.