Official Letter No. 315/2024/CVM/SEP/GEA-2

Rio de Janeiro, December 17, 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 news published in the news portal Reuters in the world wide web on 12/16/2024, under the title “Nelson Tanure in preliminary talks for potential purchase of Casino’s shares in GPA, says source”, with the following content:

Nelson Tanure in preliminary talks for potential purchase of Casino’s shares in GPA, says source

By Luciana Magalhaes and Paula Arend Laier

12/16/2024 6:34 PM

SÃO PAULO (Reuters) – Brazilian businessman Nelson Tanure has begun preliminary discussions with the French retailer Casino, expressing interest in its shares in GPA (BVMF:PCAR3), according to a source familiar with the matter.

Recently, Tanure purchased approximately 9% of GPA's shares on the market and is considering acquiring additional shares from Casino. It is still unclear whether he will try to buy the entire 22.5% stake that Casino holds in GPA or just a portion of it.

According to the source, the talks are still “superficial” and involve a demonstration of intentions.

GPA's shares surged again on Monday amid growing speculation about Tanure's plans, closing the trading day up 15.61%, at 2.74 reais. Tanure declined to comment, and Casino did not immediately respond to requests for comment.

Before the opening of the Brazilian stock exchange on Monday, GPA announced that investment funds managed by Reag Trust had acquired a 5.69% stake in the retailer's common shares.

This stake, according to the company, citing correspondence from Reag, combined with derivative financial instruments held by the entity, which provide an exposure equivalent to 3.87% of the total common shares of GPA, totals 9.56%.

The transactions were financed by Tanure, who also recently agreed to purchase the Dia supermarket chain in Brazil, the same source indicated.

Looking ahead, Tanure is considering proposing a merger between Dia and GPA, subject to regulatory approval, the source added. The merger proposal was initially reported by the newspaper Valor Econômico.

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 18^th, 2024.

Sincerely.