Companhia Brasileira de Distribuiçao Netherlands B : Informação Prestada às Bolsas Estrangeiras

		UNITED STATES
		SECURITIES AND EXCHANGE COMMISSION
		Washington, D.C. 20549
	_______________________________________________________________________
		FORM 20-F
¨	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
		EXCHANGE ACT OF 1934
		OR
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
		THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2023
		OR
¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
		THE SECURITIES EXCHANGE ACT OF 1934
		OR
¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
		EXCHANGE ACT OF 1934
		Commission File Number 1-14626
	_______________________________________________________________________
		COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
		(Exact Name of Registrant as Specified in its Charter)
		BRAZILIAN DISTRIBUTION COMPANY
		(Translation of Registrant's name into English)
		THE FEDERATIVE REPUBLIC OF BRAZIL
		(Jurisdiction of incorporation or organization)
	_______________________________________________________________________
	Rafael Sirotsky Russowsky , Chief Financial Officer and Investor Relations Officer
		Phone: [phone]
		[e-mail]
		Avenida Brigadeiro Luiz Antonio, 3142
		01402-901 São Paulo, SP, Brazil
		(Address of principal executive offices)
	_______________________________________________________________________
		Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class		Trading Symbol	Name of each exchange on which registered
Common Shares, without par value		-	New York Stock Exchange*
American Depositary Shares (as evidenced by American	CBD	New York Stock Exchange
Depositary Receipts), each representing one Common Share

_______________________________________________________________________

*Not for trading purposes, but only in connection with the listing on the New York Stock Exchange of American Depositary Shares representing those Common Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the end of the period covered by the annual report:

As of December 31, 2023, the registrant had outstanding 270,139,069 common shares, no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Securities Act.

• Yes x No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

• Yes x No

Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such

shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

• Yes x No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during

the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large accelerated filer,"

"accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer xAccelerated Filer ¨ Non-accelerated Filer ¨ Emerging Growth Company ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b)

of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to

previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers

during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued by the International Accounting Standards Board x

Other ¨

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

• Yes x No

TABLE OF CONTENTS

		Page
PART I	5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3. KEY INFORMATION	5
3A.	Reserved	5
3B.	Capitalization and Indebtedness	5
3C. Reasons for the Offer and Use of Proceeds	5
3D.	Risk Factors	6
ITEM 4. INFORMATION ON THE COMPANY	25
4A. History and Development of the Company	25
4B.	Business Overview	36
4C.	Organizational Structure	52
4D. Property, Plant and Equipment	52
ITEM 4A. UNRESOLVED STAFF COMMENTS	53
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	53
5A.	Operating Results	53
5B.	Liquidity and Capital Resources	64
5C.	Research and Development, Patents and Licenses, Etc.	67
5D.	Trend Information	67
5E. Critical Accounting Estimates	68
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	68
6A. Directors and Senior Management	68
6B.	Compensation	71
6C.	Board Practices	77
6D.	Employees	81
6E.	Share Ownership	82
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	82
7A.	Major Shareholders	82
7B.	Related Party Transactions	83
7C.	Interests of Experts and Counsel	85
ITEM 8. FINANCIAL INFORMATION	85
8A. Consolidated Statements and Other Financial Information	85
8B. Significant Changes	90
ITEM 9. THE OFFER AND LISTING	90
9A. Offer and Listing Details	90
9B.	Plan of Distribution	91
9C.	Markets	91
9D	Selling Shareholders	94

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9E.	Dilution	94
9F. Expenses of the Issue	94
ITEM 10. ADDITIONAL INFORMATION	94
10A.	Share Capital	94
10B.	Memorandum and Articles of Association	94
10C.	Material Contracts	104
10D.	Exchange Controls	105
10E.	Taxation	106
10F.	Dividends and Paying Agents	115
10G.	Statement by Experts	115
10H.	Documents on Display	115
10I.	Subsidiary Information	115
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	116
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	118
12A.	Debt Securities	118
12B.	Warrants and Rights	119
12C.	Other Securities	119
12D.	American Depositary Shares	119
PART II		120
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	120
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	120
ITEM 15. CONTROLS AND PROCEDURES	121
ITEM 16.	RESERVED	122
16A. Audit Committee Financial Expert	123
16B.	Code of Ethics	123
16C. Principal Accountant Fees and Services	124
16D. Exemptions from the Listing Standards for Audit Committees	125
16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	125
16F.	Removed and Reserved	125
16G.	Corporate Governance	125
16H.	Mine Safety Disclosure	127
16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	127
PART III		129
ITEM 17.	FINANCIAL STATEMENTS	129
ITEM 18.	FINANCIAL STATEMENTS	129
ITEM 19.	EXHIBITS	129

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INTRODUCTION

All references in this annual report to (i) "CBD," "we," "us," "our,", "GPA", "Company" and "Pão de Açúcar Group" are references to Companhia Brasileira de Distribuição and its consolidated subsidiaries, unless the context requires otherwise; (ii) the "Brazilian government" are references to the federal government of the Federative Republic of Brazil, or Brazil; (iii) "common shares" are references to our authorized and outstanding common shares (ações ordinárias), without par value; and (iv) "preferred shares" are references to our formerly issued preferred shares, all of which were converted into common shares on February 28, 2020. For more information on the conversion of our preferred shares into common shares, see "Item 9. The Offer and Listing-9A. Offer and Listing Details." All references to "ADSs" are to American Depositary Shares, each representing one common share, without par value. The ADSs are evidenced by American Depositary Receipts, or ADRs, issued by J.P. Morgan Chase Bank N.A., the depositary bank for the ADSs. All references to "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil. All references to "US$," "dollars" or "U.S. dollars" are to United States dollars. All references to "€" or "euro" are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the European Community, as amended.

Presentation of Financial and Other Data

Financial Data

We have prepared our consolidated financial statements included in this annual report in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.

Our consolidated financial statements are presented in Brazilian reais. The rate used to translate the U.S. dollars amounts as of December 31, 2023 was R$4.8413 to US$1.00, which was the commercial selling rate of U.S. dollars in effect as of December 31, 2023, as reported by the Central Bank of Brazil, or the Central Bank. The U.S. dollar equivalent information presented in this annual report are solely for the convenience of investors and should not be construed as implying that the real amounts represent, or could have been or could be converted into, U.S. dollars at that rate or at any other rate.

Other Data

In this annual report:

• some of the financial data reflects the effect of rounding;
• the term "audited consolidated financial statements" refers to our audited consolidated financial statements prepared in accordance with IFRS, as issued by the IASB, the balance sheets as of December 31, 2023 and 2022 and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three-year periods ended December 31, 2023, together with the corresponding reports of our independent registered public accounting firms, included elsewhere in this annual report;
• the term "Casino" refers to Casino, Guichard-Perrachon S.A., a French corporation (société anonyme). Since March 18, 2024, Casino is no longer our controlling shareholder. For more information on the change in the number of our common shares held by Casino and our direct and indirect shareholders, see "Item 7. Major Shareholders and Related Party Transactions-- 7A. Major Shareholders;"
• the term "Casino Group" refers to Casino and Casino's subsidiaries, including Rallye S.A., or Rallye, and Euris S.A.S., or Euris, Segisor S.A., Geant International B.V., Obin Holdings Netherlands B.V. and Helicco Participações Ltda. Since March 28, 2024, after the completion of the financial restructuring of the Casino Group, the Casino Group is controlled by France Retail Holdings S.à.r.l. (an entity ultimately controlled by Mr. Daniel Křetínský);
• the term "Cnova" refers to Cnova N.V., a Dutch corporation, and, where appropriate, its subsidiaries. Cnova was one of our consolidated subsidiaries until October 31, 2016 and, starting on November 1, 2016, we began recording our investment in Cnova according to the equity pick-up accounting method. We sold our stockholdings in Cnova to the Casino Group in November, 2023. For more information on our investment in Cnova and the sale of our stockholdings in Cnova, see "Item 4. Information on the Company-4A. History and Development of the Company- Changes in Our Business-Corporate Reorganization of E-commerce Operating Segment and Sale of Cnova to Casino Group;"

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• the term "Cnova Brazil" refers to Cnova Comércio Eletrônico S.A., a Brazilian corporation (sociedade anônima), which until October 31, 2016 was a wholly-owned subsidiary of Cnova and operated and owned the Brazilian non-foode-commerce businesses of CBD and Casas Bahia, as defined below. Following the completion of the Cnova corporate reorganization on October 31, 2016, Cnova Brazil became a wholly-owned subsidiary of Casas Bahia. For more information on the Cnova reorganization, see "Item 4. Information on the Company-4A. History and Development of the Company-Corporate Reorganization of E-commerce Operating Segment and Sale of Cnova to Casino Group;"
• "Éxito" refers to Almacenes Éxito S.A., a Colombian corporation, that was one of our subsidiaries until August 2023, when the spin-off of the Group Éxito was consummated. For more information on our investment in Éxito and the spin-off of the Group Éxito, see "Explanatory Note-Éxito Segregation Transaction;"
• "Grupo Éxito" refers to Éxito and its consolidated subsidiaries. As of December 31, 2022, we have reported Grupo Éxito's results of operations as discontinued operations. For more information on Grupo Éxito's discontinued operations and its consequences on our audited consolidated financial statements, see Explanatory Notes 1.2 and 33(a) and "Item 4. Information on the Company - Item 4A. History and Development of the Company - Changes in our Business - Discontinued Operations for the Years Ended December 31, 2023 and 2022 - Grupo Éxito;"
• "FIC" refers to Financeira Itaú CBD S.A. Crédito, Financiamento e Investimento, a Brazilian financial services company;
• the term "GHG emissions" refers to greenhouse gas emissions;
• the term "private label" refers to our own branded products, including Qualitá, Taeq, Casino, Club des Sommeliers, and Finlandek;
• the term "same-store-sales" refers to sales made in stores open for at least 12 consecutive months and that did not close nor remain closed for a period of seven or more consecutive days;
• the term "Sendas" refers to Sendas Distribuidora S.A., a Brazilian corporation (sociedade anônima) and, where appropriate, its subsidiaries. Sendas was one of our subsidiaries until December 31, 2020 and it operated in the cash and carry business under the banner Assaí. The spin-off and separation of Sendas from CBD was completed on December 31, 2020. For more information on the spin-off and separation of Sendas, see "Item 4. Information on the Company-4A. History and Development of the Company-Changes in Our Business-Spin-off of Cash and Carry Operating Segment;"
• the term "Sendas Spin-Off" refers to our separation from Sendas through the distribution of substantially all of the issued and outstanding Sendas common shares to holders of CBD common shares, on a pro rata basis for no consideration. For more information on the Sendas Spin-Off, see "Item 4. Information on the Company-4A. History and Development of the Company- Changes in Our Business-Spin-Off of Cash and Carry Operating Segment;"
• the term "Stix" refers to Stix Fidelidade e Inteligência S.A., a Brazilian corporation (sociedade anônima), focused on loyalty programs, in which we hold 66.7% of the capital stock and Raia Drogasil S.A., or RD, a Brazilian corporation (sociedade anônima) and pharmacy retailer in Brazil, holds the remaining 33.3% of the capital stock; and
• the term "Casas Bahia" refers to Casas Bahia S.A., a Brazilian corporation (sociedade anônima) and, where appropriate, its subsidiaries. Casas Bahia was one of our subsidiaries until June 2019 and it operated in the home appliances business under the banners Ponto Frio and Casas Bahia. On June 14, 2019, we consummated the sale of all equity interest we held in Casas Bahia. For more information on the sale of the operations of Casas Bahia, see "Item 4. Information on the Company-4A. History and Development of the Company-Changes in Our Business-Sale of Home Appliances Operating Segment."

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None of the information available on our website or on websites referred to in this annual report is incorporated by reference into this annual report.

FORWARD-LOOKING STATEMENTS

This annual report includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, principally in "Item 3. Key Information-3D. Risk Factors," "Item 4. Information on the Company-4B. Business Overview" and "Item 5. Operating and Financial Review and Prospects." We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and assumptions including, among other things:

• global economic and political conditions as well as geopolitical instability, including the military conflict between Russia and Ukraine as well as Israel and Hamas, heightened tensions between and Israel and some Arab countries and the potential outbreaks of transmissible diseases around the world, and their impacts on the global economy and consumer spending patterns (including, but not limited to, unemployment rates, interest rates, monetary policies and inflation rates in Brazil);
• political instability, and uncertainties relating to the monetary, fiscal and social security policies that may be adopted by the government;
• government interventions that affect the economy, incentive policies, tariffs and taxation, regulatory restrictions, as well as environmental regulations in Brazil;
• the effect of any changes in tax law, tax reforms or review of the tax treatment of our activities, operations and profitability;
• changes in Brazil's socioeconomic, political and business environment, including changes in inflation rates, interest rates, exchange rates, unemployment rates, population growth, consumer confidence and capital and financial markets liquidity;
• our ability to sustain or improve our performance;
• competition in the Brazilian retail industry in the sectors in which we operate;
• adverse legal or regulatory disputes or proceedings;
• our ability to implement our strategy, including our digital transformation initiatives;
• credit and other risks of lending and investment activities;
• our ability to expand our operations outside of our existing markets;
• hedge risks; and
• other risk factors as set forth under "Item 3. Key Information-3D. Risk Factors."

The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify forward-looking statements. We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise. In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur. Our actual results and performance could differ substantially from those anticipated in our forward-looking statements.

EXPLANATORY NOTE

Change in our Control

In March 2024, we launched and closed an offering of 220,000,000 common shares, or the Offering. The Offering was directed (i) in Brazil, to our shareholders, through a priority offering, and to professional investors headquartered or residing in Brazil, (ii) within the United States, to a limited number of qualified institutional buyers (as defined under Rule 144A under the U.S. Securities Act of 1933, as amended, the "Securities Act"), pursuant to procedures consistent with, and in reliance on, Section 4(a)(2) of the Securities Act in transactions exempt from, or not subject to, registration under the Securities Act and the rules thereunder, and (iii) outside of the United States and Brazil, to institutional and other investors that are not U.S. persons (as defined in Regulation S under the Securities Act), in reliance on Regulation S under the Securities Act and exemptions from United States securities registration requirements.

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As a result of the closing of the Offering, Casino Group's equity interest in the Company was significantly decreased from 40.89% to 22.54%. On April 18, 2024, 30 days from the date of closing of the Offering, the new slate for the board of directors composed by six independent members, two members appointed by the Casino Group and one representative of our management took office. Since the closing of the Offering on March 18, 2024 and investiture of the new board of directors on April 18, 2024, we no longer have a controlling shareholder or control group.

Éxito Segregation Transaction

On February 14, 2023, our shareholders approved a (i) capital increase of R$2,605 million, through the use of reserves, without issuing new shares and (ii) a capital reduction in the amount of R$7,133 million through the delivery of common shares issued by Éxito, owned by the Company, to our shareholders. On September 19, 2023, the board of directors, at a board of directors' meeting, approved the capital reduction in the amount of R$6,659 million, which was lower than the amount approved by the shareholders at the general shareholders' meeting on February 14, 2023, due to the then current book value of Éxito in the Company's financial statements. On October 27, 2023, the shareholders ratified the capital reduction approved by the board of directors on September 19, 2023 in the amount of R$6,659 million.

We believe the segregation of Grupo Éxito's operations in Colombia, Argentina and Uruguay, from our business unlocked value to our shareholders by enhancing the market value of the Company and Éxito separately, with the delivery to our shareholders of approximately 83% of the common shares issued by Éxito, which were owned by the Company, or the Éxito Segregation Transaction.

Éxito's common shares were delivered: (a) in the form of sponsored Brazilian Depositary Receipts Level II, or Éxito BDRs, admitted to trading in the B3, to holders of our common shares who did not have their investment in the Company registered as a direct investment under the terms of Law No. 4,131, dated September 3, 1962, as amended, or Law No. 4,131 CBD shareholders; and (b) in the form of American Depositary Receipts Level II, or Éxito ADSs, admitted to trading on the New York Stock Exchange, or NYSE, which started trading in the NYSE on August 29, 2023, to (i) holders of our ADSs and (ii) to Law No. 4,131 CBD shareholders who chose to receive Éxito ADSs. The amount of Éxito common shares delivered to our shareholders and ADR holders through Éxito BDRs or Éxito ADSs, are set out below:

• One Éxito BDR was delivered to holders of our common shares who were not Law No. 4,131 CBD shareholders for each common share of the Company held by each of them on August 22, 2023. Each Éxito BDR represented four Éxito common shares;
• One Éxito ADS was delivered to our ADS holders for every two ADSs of the Company held by each of them on August 29, 2023. Each Éxito ADS represented eight Éxito common shares; and
• One Éxito ADS was delivered to our Law No. 4,131 CBD shareholders who chose to receive Éxito ADSs for every two common shares of the Company held by each of them on August 29, 2023.

As from the period ended on July 31, 2023, we no longer have control over the Grupo Éxito, and consequently cease to consolidate the results of operations of the Grupo Éxito in our financial statements. On August 22, 2023, Éxito's BDRs and Éxito ADSs were effectively distributed to GPA's shareholders.

We applied IFRS10 Consolidated Financial Statements to register the loss of control, which effects are detailed in note 33 to our audited consolidated financial statements, and mainly include (i) R$ (1,360) million due to exchange rate devaluation from the time of acquisition until the segregation; (ii) R$ (746) million remeasurement of the remaining portion in the net amount of the investment write-off; and (iii) R$ 23 million in other items of comprehensive income.

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Thus, in accordance with IFRS 5, we reported the net result of Grupo Éxito for the year ended December 31, 2023, after taxes, in one single line item in the statement of income and the balances of assets and liabilities were deconsolidated.

We measured the remaining stake in Éxito of approximately 13% at its fair value at the date of loss of control. We concluded in the absence of significant influence over Grupo Éxito for the remaining stake considering all factors such as the shareholders' agreement signed August 9 ,2023. Therefore, the remaining interest is being recorded as a financial asset through profit or loss (FVTPL) based on IFRS9, under the heading "Financial investments." In addition to the remeasurement effect on the date of loss of control as a result of applying IFRS10, we recorded the variation in the fair value of the financial asset between the loss of control and the period ended December 31, 2023, in the amount of R$153 million, in the financial result, in the profitability of cash equivalents and financial investments category.

On October 13, 2023, the board of directors approved the signing of a pre-agreement with Grupo Calleja, or Pre-Agreement, owner of the leading supermarket retail group in El Salvador that operates under the Super Selectos brand, or Buyer, for the sale of GPA's entire remaining stake in Éxito, corresponding to 13.31% of Éxito's share capital, within the scope of a public acquisition offer to be launched by the Buyer in Colombia and the United States of America for the acquisition of 100% of Éxito shares, subject to the minimum acquisition of 51% of shares, or Tender Offer (TO).

On October 31, 2023, the Company's management contracted a hedge operation (NDF - Non Deliverable Forward) to protect us against the exchange rate exposure related to the sale of GPA's entire remaining stake in Éxito, corresponding to 13.31% of the share capital of Success. As of December 31, 2023, the fair value of the derivative was R$20 million. This value is presented in the explanatory note to our consolidated financial statement relative to financial applications.

On January 23, 2024, after the conclusion of the TO launched by the buyer for the acquisition of Éxito shares, in Colombia and the United States, GPA received the amount of US$156 million (corresponding to R$789 million. Included in this value is the positive effect of R$12 million from the hedge contracted on October 31, 2023) from the sale of GPA's entire remaining stake in Éxito's share capital. For more information on the effects of the Éxito Segregation Transaction on our consolidated financial statements, see notes 1.2 and 33(a) to our audited consolidated financial statements.

Delisting from the NYSE

On October 16, 2023, we received a letter from the NYSE informing us that our ADRs were below criteria for the average closing price of a security, i.e., below US$1.00 for a consecutive period of 30 trading days. Pursuant to applicable NYSE rules, we had to regain compliance with listing criteria within six months of notification, i.e., April 16, 2024, or the NYSE could suspend the trading of our ADSs and initiate a delisting process. On March 29, 2024, our board of directors determined, that delisting our ADSs from the NYSE was in the best interests of the Company and its shareholders and, on that same day, we notified the NYSE of the approval of the delisting and issued a press release informing our shareholders and the market about this decision. On April 8, 2024, we filed Form 25 with the SEC and, on April 18, 2024, our ADSs were suspended from the NYSE.

Sale of Fuel Stations and Administrative Headquarters

On February 23, 2024, Management informed the market about advances in its plan to reduce financial leverage through the sale of non-core assets and improve efficiency in capital allocation. Within this context, the Company has ongoing negotiations aimed at selling the Company's gas stations located in different regions of Brazil ("Stations"), through various transactions with different potential buyers, and the property where its gas station is located in its Administrative headquarters in São Paulo city ("Headquarters").

On May 2, 2024, the Company entered into a transaction for the sale of the administrative headquarters, located in São Paulo city, for the price R$218 million, being 82% to receive in 2024 and 18% in installments until Mar/26, comprising: (i) Sale and Leaseback operation represented only by the administrative tower that makes up the property for R$109 million, where the Company's administrative headquarters will remain through a lease agreement for an initial term of 15 years and a cap rate, approximately 9% (ii) execution of the private purchase and sale commitment instrument of the part around the administrative tower in the total value of R$ 109 million.

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