UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16
or
15d-16 of the Securities Exchange Act of 1934
For the month of May 2023
Commission File Number: 001-39928
_____________________
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into
English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959,
Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, Brazil
(Address of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ý
Form 40-F: o
SENDAS DISTRIBUIDORA S.A.
PUBLICLY-HELD COMPANY
Brazilian taxpayers’ registry No. 06.057.223/0001-71
Board of trade registry No. 33.300.272.909
CHAPTER I
NAME, HEADQUARTERS, OBJECT AND DURATION
ARTICLE 1 - SENDAS DISTRIBUIDORA S.A. (“Company”)
is a joint stock company, headquartered at Avenida Ayrton Senna, 6000, Lote 2, Pal 48959, Anexo A, Jacarepaguá, CEP 22775-005,
in the city and state of Rio de Janeiro, Federative Republic of Brazil, which hereinafter shall be governed by these Bylaws, by Law 6404
of December 15, 1976 (“Law 6404/76”), as amended, and other legal provisions in effect.
Sole Paragraph - With the Company's admission to
the New Market of B3 S.A. - Brasil, Bolsa, Balcão (“New Market” and “B3”, respectively), the Company, its
shareholders, including controlling shareholders, managers and fiscal council members, when installed, are subject to the provisions of
the New Market Regulation.
ARTICLE 2 - The Company's business purpose is the
commercialization of manufactured products, semi-manufactured or “in natura”, domestic or foreign, of all and any kind and
species, nature or quality.
Paragraph 1 - The Company may also perform the
following activities:
| (a) | the industrialization, processing, manipulation,
transformation, export, import and representation of products, food or non-food, for its own account or for the account of third parties;
|
| (b) | international trade, including coffee;
|
| (c) | import, distribution and marketing of cosmetic
products for hygiene and toiletries, perfumery, sanitizing and household products, and food supplements; |
| (d) | the general commerce of drugs and medications,
pharmaceutical and homeopathic specialties; chemical products, accessories, dental articles, surgical instruments and devices; the manufacturing
of chemical products and pharmaceutical specialties, and may be specialized as Drugstores or Allopathic Pharmacies, Drugstores or Homeopathic
Pharmacies, or Manipulation Pharmacies for each specialty; |
| (e) | the trade of petroleum products and derivatives,
fuel supply of any kind, and may also provide technical assistance services, service workshops, repairs, washing, lubrication, sale of
accessories and other related services for any vehicles in general; |
| (f) | the commerce of products, drugs and veterinary
medications in general; veterinary office, clinic and hospital and “pet shop” with bath and grooming services; |
| (g) | the rental of any recorded media; |
| (h) | rendering services of photographic, cinematographic
and similar studios; |
| (i) | practice and management of real estate
operations, buying, promoting subdivisions and development, renting and selling of own and third party real estate; |
| (j) | acting as a distributor, agent and representative
of traders and industrialists established inside or outside the country and in this capacity, on behalf of the principals or for its own
account, acquiring, retaining, owning and making any operations and transactions of its own interest or of the principals; |
| (k) | the provision of data processing services;
|
| (l) | the operation of building and construction
in all its forms, for its own account or for the account of third parties, the purchase and sale of building materials, |
and the installation and maintenance of air conditioning
systems, freight elevators and freight elevators;
| (m) | application of household sanitizing products;
|
| (n) | the municipal, state and interstate highway
transportation of cargo in general for its own products and for third parties, and may also store, deposit, load, store and guard third
parties' own goods of any kind, as well as subcontract the services foreseen in this item; |
| (o) | the operation of communication, publicity
and advertising services in general, including bars, snack bars and restaurants, and may extend to other compatible or related branches,
in compliance with the legal restrictions; |
| (p) | the purchase, sale and distribution of
books, magazines, newspapers, periodicals and the like; |
| (q) | the performance of studies, analysis, planning
and market research; |
| (r) | to carry out tests for launching new products,
packages and brands; |
| (s) | the elaboration of strategies and analyses
of the sectorial behavior of sales, special promotions and advertising; |
| (t) | the rendering of services of administration
of food, meal, pharmacy, fuel and transportation voucher cards and other cards that result from activities related to its corporate objective;
|
| (u) | the leasing and sub-leasing of own or third-party
movable property; |
| (v) | the rendering of services in the management
area; |
| (w) | representation of other domestic or foreign
companies and participation as a partner or shareholder in the capital stock of other companies, whatever their form or purpose, and in
commercial undertakings of any nature; |
| (x) | agency, brokerage or intermediation of
securities and tickets; |
| (y) | services related to collections, receipts
or payments in general, of securities, bills or carnets, foreign exchange, taxes and on behalf of third parties, including those made
by electronic means, automatic or by attendance machines; provision of collection, receipt or payment position; issuance of carnets, compensation
forms, forms and documents in general; |
| (z) | rendering of parking, lodging and guarding
services for vehicles; |
| (aa) | importing beverages, wines and vinegars;
|
| (bb) | snack bars, tea houses, juice houses and
similar establishments; |
| (cc) | trade in seeds and seedlings; |
| (dd) | trade in telecommunications products; and;
e |
| (ee) | import, distribution and commercialization
of toys, metal pans, household ladders, baby strollers, party articles, school articles, tires, household appliances, bicycles, monoblock
plastic chairs and lamp. |
Paragraph 2 - The Company may render sureties or
guarantees in businesses of its interest, forbidding those of mere favor.
ARTICLE 3 - The Company's duration is indeterminate.
CHAPTER II SHARE
CAPITAL AND SHARES
ARTICLE 4 - The Company's capital stock is R$1,265,010,495.38
(one billion, two hundred and sixty-five million, ten thousand, four hundred and ninety-five reais and thirty-eight cents), fully subscribed
and paid-up, divided into 1,350,256,496 (one billion, three hundred and fifty million, two hundred and fifty-six thousand, four hundred
and ninety-six) common shares, all nominative, registered and without par value
Paragraph 1 - The shares representing the capital
stock are indivisible with respect to the Company and each common share entitles its holder to one vote at the General Meetings.
Paragraph 2 - The shares shall be in book-entry
form and shall be kept in deposit accounts on behalf of their holders, at the authorized financial institution designated by the Company,
without the issuance of certificates.
Paragraph 3 - The cost of services of transfer
of ownership of book-entry shares charged by the depositary financial institution may be passed on to the shareholder, as authorized by
Article 35, paragraph 3 of Law 6,404/76, in compliance with the maximum limits determined by the Brazilian Securities and Exchange Commission.
Paragraph 4 - The Company may not issue preferred
shares and founder's shares.
ARTICLE 5 - The Company is authorized to increase
its capital stock by resolution of the Board of Directors and regardless of statutory reform, up to the limit of 2,000,000,000 (two billion)
common shares.
Paragraph 1 - The Company's authorized capital
limit may only be modified by resolution of the General Meeting.
Paragraph 2 - The Company, within the limit of
authorized capital and in accordance with the plan approved by the General Meeting, may grant stock options to its managers or employees,
or to natural persons providing services to it.
ARTICLE 6 - Issues of shares, subscription bonus
or debentures convertible into shares up to the limit of the authorized capital may be approved by the Board of Directors, with exclusion
or reduction of the term for exercise of the preemptive right, as provided for in Article 172 of Law 6,404/76.
Sole Paragraph - With the exception of the provision
in the caption sentence of this Article, the shareholders shall have preference, in proportion to their respective shareholdings, for
subscription of the Company's capital increases, the exercise of this right being governed by the applicable legislation.
CHAPTER III GENERAL
MEETING
ARTICLE 7 - The General Assembly is the shareholders'
meeting, which may be attended by themselves or by representatives constituted pursuant to the Law, in order to deliberate on matters
of the Company's interest.
ARTICLE 8 - Without prejudice to the provisions
in article 123, sole paragraph, of Law 6,404/76, the General Assembly shall be convened, installed and presided over by the Chairman of
the Board of Directors, or in his absence, by the Vice-Chairman of the Board of Directors or, in their absence, by an Officer appointed
by the Chairman of the Board of Directors, and shall have the following attributions, without prejudice to the other duties set forth
by law
| ii. | elect or dismiss, at any time, the members of the Board
of Directors (and of the Fiscal Council, when installed) of the Company, as well as define the number of positions in the Board of Directors
(and of the Fiscal Council, when installed); |
| iii. | designate the Chairman and Vice-Chairman of the Board of
Directors; |
| iv. | take, annually, the management accounts and deliberate about
the financial statements presented by them, the destination of the net profit of the fiscal year; |
| v. | approve the issuance of shares, subscription warrants, debentures
convertible into shares of its own issuance or any securities, securities or other rights or interests that are exchangeable or convertible
into shares of its own issuance, without prejudice to the |
powers of the Board of Directors set forth in
Article 5 and Article 17(g);
| vi. | deliberate about the evaluation of assets with which the
shareholder contributes for the formation of the capital stock; |
| vii. | resolve on the transformation, merger, incorporation (including
merger of shares) and spin-off of the Company, or any other form of restructuring of the Company; |
| viii. | eliberate about the Company's dissolution and liquidation
and elect and dismiss liquidator(s); |
| ix. | examine and approve the liquidator(s) accounts; |
| x. | defining the annual global remuneration of the members of
the Board of Directors, Executive Board and Fiscal Council, if installed; and |
| xi. | approve the execution of transactions with related parties,
as defined in the applicable accounting rules, the individual or aggregate amount of which throughout a fiscal year exceeds one hundred
million reais (R$100,000,000.00), observed that the shareholders representing related parties in the transaction shall abstain from voting. |
Sole Paragraph - The value mentioned in item (xi)
of Article 8 will be corrected annually from January 1, 2023, due to the positive variation, occurred in the previous year, of the National
Broad Consumer Price Index - IPCA, calculated and disclosed by the Brazilian Institute of Geography and Statistics - IBGE, or another
index that will replace it.
ARTICLE 9 - For any resolution of the General Assembly,
the approval of shareholders representing, at least, the majority of votes of those present shall be necessary, blank votes not being
counted, save the exceptions foreseen by law and applicable regulations.
ARTICLE 10 - The Ordinary General Assembly shall
have the attributions established by law and shall be held within the first four-month period subsequent to the closing of the fiscal
year.
Sole Paragraph - Whenever necessary the General
Assembly may be installed on an extraordinary basis, and may be held concomitantly with the Ordinary General Assembly.
CHAPTER IV ADMINISTRATION
ARTICLE 11 - The Board of Directors and the Executive
Board shall be in charge of the Company's management.
Paragraph 1 - The managers' investiture is conditioned
to the execution of instrument of investiture, which shall contemplate their subjection to the arbitration clause referred to in Article
42.
Paragraph 2 - The term of office of the members
of the Board of Directors and Executive Officers shall extend until the investiture of their respective successors.
Paragraph 3 - Minutes shall be drawn up in a proper
book of the meetings of the Board of Directors and the Board of Executive Officers, which shall be signed by the members of the Board
of Directors and the Executive Officers present, as the case may be.
Section I Board of Directors
ARTICLE 12 - The Board of Directors is formed by
at least three (3) and at most nine (9) members, elected and dismissible by the General Assembly, with a unified term of office of two
(2) years, reelection being allowed.
Paragraph 1 - Except in the case of election of
the members of the Board of Directors by means of the multiple vote procedure, in the event of vacancy in the position of Board Member,
it shall be incumbent upon the Board of Directors to elect a substitute to fill the position on a definitive basis until the end of the
respective term of office. In the event of simultaneous vacancy of most of the positions, the General
Meeting shall be convened to hold a new election.
Paragraph 2 - At least two (2) or twenty percent
(20%), whichever is higher, of the members of the Board of Directors shall be independent members, as per the definition in the Novo Mercado
Listing Rules. 6,404/76, in the event of controlling shareholder.
Paragraph 3 - When, as a result of the calculation
of the percentage referred to in the paragraph above, the result generates a fraction number, the Company shall proceed with the rounding
up to the immediately superior whole number.
ARTICLE 13 - The Board of Directors shall have
one (1) Chairman and one (1) Vice Chairman, elected by the General Assembly.
Paragraph 1 - The positions of Chairman of the
Board of Directors and Chief Executive Officer or main executive of the Company may not be accumulated by the same person.
Paragraph 2 - In the event of vacancy of the Chairman's
position or impediment of the Chairman, the Vice Chairman shall automatically take over such position, remaining until the end of the
respective term of office or, should a General Meeting be convened for the election of a new Chairman, until his respective investiture.
Paragraph 3 - In the event of vacancy of any Vice
Chairman position, the Board of Directors shall elect his deputy pursuant to Article 12, paragraph 1 herein.
Paragraph 4 - In the event of Chairman's absence
or temporary impairment, the Board of Directors' meetings shall be chaired by the Chairman.
ARTICLE 14 - The Board of Directors shall meet,
ordinarily, at least six times a year, to review the Company's financial and other results and to review and monitor the annual investment
plan, and extraordinarily, at any time, whenever necessary.
Paragraph 1 - It is incumbent upon the Chairman
or, in the Chairman's absence, the Vice-Chairman to call the meetings of the Board of Directors, on his own initiative or at the written
request of any board member.
Paragraph 2 - The Board of Directors' meeting calls
shall be made by electronic means or letter, at least seven (7) days prior to the date of each meeting, specifying time and place for
the first and, if applicable, second call, and including the agenda. Any proposal and all documentation necessary and related to the agenda
must be made available to the Directors. The call may be waived whenever all of the acting Directors are present at the meeting, or by
prior written agreement of the absent Directors.
Paragraph 3 - The minimum “quorum”
required for the instatement of the Board of Directors' meetings is the presence of at least half of its acting members, at first call,
and of any number of Board members, at second call, considering present, including those represented as authorized herein.
ARTICLE 15 - The meetings of the Board of Directors
shall be presided over by its Chairman and in his absence, by the Vice-Chairman of the Board of Directors.
Paragraph 1 - The Board of Directors' resolutions
shall be taken by the favorable vote of the majority of its members present, pursuant to the provisions of Article 14, paragraph 3 herein.
The members of the Board of Directors may participate in the meetings of the Board of Directors by means of conference call, videoconference
or by any other means of electronic communication, which allows the identification of the member and simultaneous communication with all
other persons attending the meeting. In this case, the members of the board of directors shall be considered present at the meeting and
must subsequently sign the corresponding minutes.
Paragraph 2 - The Chairman or, in his absence,
the Vice-Chairman of the Board of Directors, will have, in addition to its own vote, the deciding vote, in the event of a tie voting due
to the eventual composition of a pair number members of Board of Directors.
Paragraph 3 - In the event of absence or temporary
impediment not resulting from a conflict of interest of any member of the Board of Directors, the absent member of the Board of Directors
may appoint, in writing, among the other members of the Board of Directors, the one who shall replace him/her. In this case, the director replacing
the temporarily absent or impeded director as provided above shall, in addition to his own vote, cast the vote of the replaced director.
ARTICLE 16 - The Board of Directors shall approve
any amendments to the Internal Regulations and shall elect an Executive Secretary, who shall be in charge of performing the duties defined
in the Internal Regulations, as well as issuing certificates and attesting, before third parties, the authenticity of the deliberations
taken by the Board of Directors.
ARTICLE 17 - In addition to the powers established
by law, the Board of Directors shall be responsible for
| (a) | to set the general direction of the Company's
business; |
| (b) | approving or altering the Company's investment
plan; |
| (c) | electing and dismissing the Company's Officers,
establishing their attributions and appointments; |
| (d) | deciding on the individual compensation
of the Board of Directors and the Executive Officer; |
| (e) | inspecting the management of the Executive
Officers, examining, at any time, the Company's books and papers, requesting information on contracts signed or about to be signed and
any other acts; |
| (f) | to call a General Meeting of Stockholders;
|
| (g) | expressing an opinion on the Management
report, the Executive Board's accounts and the Company's financial statements; |
| (h) | deciding on the issue of shares, subscription
warrants or debentures convertible into shares up to the limit of authorized capital, setting the respective price and conditions of payment;
|
| (i) | choosing and dismissing the independent
auditors, with due regard for the recommendation of the Audit Committee; |
| (j) | issuing an opinion on any proposal by the
Executive Board to the General Meeting; |
| (k) | authorizing the acquisition of shares of
the Company itself, for the purpose of cancellation or holding in treasury, with due regard for applicable regulations; |
| (l) | developing, jointly with the Executive
Board, and approving a plan for the participation of employees and managers in the Company's results and the granting of additional benefits
to employees and managers linked to the Company's results (“Profit Sharing Plan”); |
| (m) | establish the amount of the employees'
and managers' participation in the Company's results, observing the pertinent legal provisions, the Bylaws and the Profit Sharing Plan
in effect. The amounts spent or accrued in each fiscal year as participation of employees and managers in the results, and also in relation
to the granting of stock options for the Company, shall be limited to 15% (fifteen percent) of the result of each fiscal year, after the
deductions of Article 189 of Law no. 6,404/76, with due regard for the legal provisions in force. 6,404/76, observing that the participation
of employees and managers in the results may not exceed the annual compensation of the managers or 0.1 (one tenth) of the profits, whichever
is smaller, under the terms of Paragraph 1 of Article 152 and Article 190 of Law 6,404/76; |
| (n) | establishing the limit of shares to be
issued under the Company's Stock Option Plan previously approved by the General Meeting, with due regard for the limit of authorized capital
and the limit provided for in item “m” above; |
| (o) | establishing Committees, which will be
responsible for elaborating proposals or making recommendations to the Board of Directors, defining their respective attributions in accordance
with the provisions of these Bylaws and setting the compensation of their members; |
| (p) | resolving on the acquisition, disposal,
creation of liens, encumbrance on any assets, including real estate, of the Company or the making of any other |
investment by the Company in an individual or aggregate
amount over a fiscal year equivalent or that exceeds the amount corresponding to 0.3% (zero point three percent) of the Company's net
income at the time, as determined in its most recent balance sheet or quarterly financial statement;
| (q) | to decide on (i) any financial operation
involving the Company, including the granting or taking of loans, in an amount exceeding, per transaction, ½ (half) of the EBITDA
(Earnings before Interest, Income Taxes, Depreciation and Amortization), as determined in the consolidated financial statements for the
fiscal year prior to the respective operation, and (ii) any issue of debentures that are not convertible into shares; |
| (r) | to resolve on any association of the Company
with third parties that involves individual or aggregate investment over a fiscal year that exceeds the amount in Reais equivalent to
US$ 50,000,000.00 (fifty million U.S. dollars) or exceeds the amount corresponding to 1% (one percent) of the Company's net equity at
the time, as determined in its most recent balance sheet or quarterly financial statements, whichever amount is greater; |
| (s) | to resolve, regardless of the transaction
amount, on the acquisition of equity interest by the Company in other companies, partnerships, associations (whether for profit or not)
and/or consortium; |
| (t) | to resolve on the granting of guarantees
by the Company, of any nature and value, in relation to obligations assumed with third parties that are not controlled by the Company,
setting the limits within which the Company's Officers may approve the granting of guarantees without prior authorization of the Board
of Directors; |
| (u) | preparing and disclosing a grounded opinion,
favorable or against the acceptance of any public offer for the acquisition of shares that have as their object the shares issued by the
Company, under the terms of the Novo Mercado Regulations; e |
| (v) | to decide on any alteration to the Company's
dividend distribution policy. |
Sole Paragraph - In the case of decisions to
be made by the corporate bodies of companies that are controlled by the Company, or in which the Company elects members of the Board of Directors or the Executive Board, it will be incumbent upon
the Board of Directors to guide the vote of the Company's managers, in the case of decisions taken at a general meeting, partners' meeting
or equivalent body, or the vote of the managers elected or nominated by the Company for the management bodies of such companies, when
the resolution falls under items (p), (q), (r), (s) and (t) of this Article, calculating the parameters referred to therein based on the
most recent balance sheet or quarterly financial statements of the controlled or invested companies.
Section II Audit Committee and Other
Auxiliary Management Bodies
ARTICLE 18 - The Audit Committee, an advisory body
attached to the Board of Directors, is composed of at least three (3) members, at least one (1) of whom is an independent board member,
and at least one (1) must have recognized experience in corporate accounting matters.
Paragraph 1 - The same member of the Audit Committee
may accumulate both characteristics referred to in the caput.
Paragraph 2 - The members of the Audit Committee
must be elected by the Board of Directors and meet the applicable independence requirements provided for in the rules of the Brazilian
Securities and Exchange Commission and the Novo Mercado Regulation.
Paragraph 3 - The activities of the Coordinator
of the Audit Committee are defined in its internal regulation, approved by the Board of Directors.
ARTICLE 19 - The members of the Audit Committee
shall be elected by the Board of Directors for a term of office of two (2) years, reappointment for successive terms of office being allowed,
in compliance with the terms of the Board of Directors' internal regulation.
Paragraph 1 - During the course of their mandates,
the members of the Audit Committee may only be replaced in the following cases:
| (b) | unjustified absence to three (3) consecutive
meetings or six (6) alternate meetings per year; or |
| (c) | reasoned decision by the Board of Directors.
|
Paragraph 2 - In the event of vacancy in the office
of Audit Committee member, it shall be incumbent upon the Board of Directors to elect the person who shall complete the term of office
of the replaced member.
Paragraph 3 - It is incumbent upon the Audit Committee,
among other matters:
| (a) | to opine on the hiring and dismissal of
independent audit services; |
| (b) | evaluate the management report, the financial
statements, interim statements and the Company's quarterly information, making the recommendations deemed necessary to the Board of Directors;
|
| (c) | to monitor the activities of the Company's
internal audit and internal controls area; |
| (d) | evaluating and monitoring the Company's
risk exposures; |
| (e) | evaluating, monitoring and recommending
to management the correction or improvement of the Company's internal policies, including the policy of transactions between related parties;
and |
| (f) | have means for receiving and treating information
about the noncompliance with legal provisions and norms applicable to the Company, in addition to internal regulations and codes, including
the forecast of specific procedures for protecting the supplier and the confidentiality of the information. |
ARTICLE 21 - The Board of Directors may constitute
other Committees, with the composition it determines, which shall have the function of receiving and analyzing information, elaborating
proposals or making recommendations to the Board of Directors, in their specific areas of operation, as may be established in their internal
regulations, to be approved by the Board of Directors.
Sole Paragraph - The members of the Committees created
by the Board of Directors will have the same duties and responsibilities as those of the managers.
Section III The Board
of Executive Officers
ARTICLE 22 - The Board of Executive Officers shall
comprise at least 3 (three) and at most 8 (eight) members, shareholders or not, resident in the country, elected and dismissible by the
Board of Directors, 1 (one) of whom shall necessarily be appointed as Chief Executive Officer and 1 (one) as Investor Relations Officer,
and there may also be 1 (one) Chief Financial Officer, 1 (one) Commercial Vice-President Officer, 1 (one) Operating Vice-President Officer
and the other Executive Vice-Presidents and Officers without special designation, and overlapping of these positions is allowed.
Sole Paragraph - The term of management of the
members of the Board of Executive Officers is two (2) years, reelection being allowed.
ARTICLE 23 - The Officers shall carry out the general
duties set forth in these ByLaws and those assigned to them by the Board of Directors, keeping mutual collaboration and aiding each other
in the exercise of their positions and duties.
Paragraph 1 - The specific duties and titles of
each one of the Executive Officers shall be defined by the Board of Directors.
Paragraph 2 - In the cases of temporary or definite
vacancy, absence, leave of absence, impediment or removal, the Officers shall replace one another as follows:
| (a) | in case of absence or temporary impediment
that does not arise from a situation of conflict of interest of the Chief Executive Officer, he shall appoint a person to replace him;
and, in case of vacancy, the Board of Directors shall elect a replacement within up to thirty (30) days, who shall complete the term of
office of the replaced Chief Executive Office; |
| (b) | in case of absence or temporary impediment
of the other Officers, they shall be replaced by the Chief Executive Officer and, in case of vacancy, the Board of Directors shall elect
a substitute within thirty (30) days, who shall complete the term of office of the replaced Officer. |
ARTICLE 24 - The Board of Directors shall meet
when convened by the Chief Executive Officer, or also when convened by half of the acting Officers.
Sole Paragraph - The minimum quorum for the installation
of the Board of Directors' meetings is of at least one third (1/3) of its acting members, and its deliberations shall be made by majority
vote of those present. In the event of a tie in the deliberations of matters subject to the approval of the Board of Executive Officers,
such matter shall be submitted to the approval of the Board of Directors.
ARTICLE 25 - In addition to the duties and responsibilities
which may be assigned by the General Assembly and by the Board of Directors, it is incumbent upon the Executive Board, without prejudice
to other legal attributions:
| (i) | to manage the corporate business and enforce
these Bylaws; |
| (ii) | to comply with the corporate purpose; |
| (iii) | approving plans, programs and general operating,
management and control norms in the interest of the Company's development, observing the guidelines established by the Board of Directors;
|
| (iv) | preparing and submitting to the Annual
General Meeting a report on the Company's business activities, instructing them with the Balance Sheet and Financial Statements legally
required for each fiscal year, as well as the respective opinions of the Audit Committee, when applicable; |
| (v) | directing all the Company's activities,
giving them the guidelines set by the Board of Directors and appropriate to the achievement of its objectives; |
| (vi) | proposing to the Board of Directors the
investment plans and programs; |
| (vii) | authorizing the opening and closing of
branches, agencies, branches, warehouses and/or the establishment of delegations, offices and representations anywhere in Brazil or abroad;
|
| (viii) | expressing an opinion on the matters on
which the Board of Directors may request specific appraisal; and |
| (ix) | developing, jointly with the Board of Directors,
and executing the Profit Sharing Plan. |
ARTICLE 26 - It is the Chief Executive Officer's
duty, especially
| (a) | to plan, coordinate, direct and manage
all of the Company's activities, exercising executive and decision-making functions, except for those activities that must be performed
with a report to the Board of Directors or its committees; |
| (b) | to exercise general supervision over all
the Company's business, coordinating and guiding the activities of the other Executive Officers; |
| (c) | convening and installing the meetings of
the Executive Board; |
| (d) | coordinating and conducting the process
of approving the annual/multi-annual budget and the investment and expansion plan with the Board of Directors; and |
| (e) | suggesting appointments and respective
candidates for positions in the Company's Executive Board and submitting such suggestion to the approval of the Board of Directors. |
ARTICLE 27 - In addition to the duties conferred
by the Board of Directors and other duties conferred by applicable law or regulation, the Investor Relations Officer shall be especially
responsible for
| (a) | to represent the Company separately before
the Brazilian and foreign Securities and Exchange Commission (“CVM”), other controlling entities and other institutions of
the financial and capital markets; |
| (b) | to provide information to the investing
public, the CVM, the stock exchanges on which the Company has its securities admitted for trading and other bodies related to the activities
developed in the capital markets, pursuant to applicable legislation, in Brazil and/or abroad; and |
| (c) | to take measures to keep the registration
as publicly-held company updated before CVM. |
ARTICLE 28 - It is incumbent upon the Chief Financial
Officer, in addition to the duties conferred by the Board of Directors, to:
| (a) | to exercise the management of the Company's
administrative services, financial operations and risks; |
| (b) | participating in the formulation and execution
of the Company's strategies and business plans; and |
| (c) | managing human resources, administering
material resources and outsourced services of its competence area. |
ARTICLE 29 - In addition to the duties conferred
by the Board of Directors, the Commercial Vice-President Officer shall be especially in charge of:
| (a) | to act in the definition of the Company's
strategic planning; |
| (b) | to define and execute the sales plan; |
| (c) | to manage the quality of sales; and |
| (d) | communicating primarily to disseminate
information to the public of interest to the Company. |
ARTICLE 30 - It is incumbent upon the Operating
Vice-President Officer, in addition to the duties conferred upon him by the Board of Directors, to:
| (a) | to establish trade guidelines and operations;
|
| (b) | to manage material and financial resources;
|
| (c) | to direct trade operations; |
| (d) | establish branch offices and commercial
representations; and |
| (e) | to communicate in seminars, lectures, interviews
and in contacts and commercial negotiations with clients and distributors. |
ARTICLE 31 - It is incumbent upon the other Officers
to assist the Chief Executive Officer in all the tasks he shall assign them, carry out the activities related to the duties granted to
them by the Board of Directors and practice all the acts necessary for the regular operation of the Company, provided they are authorized
by the Board of Directors.
ARTICLE 32 - The Officers shall represent the Company
actively and passively, in and out of court and before third parties, practicing and signing all acts binding the Company.
Paragraph 1 - In the acts of appointing attorneys-in-fact,
the Company shall be represented by two (2) Officers, jointly. The powers of attorney on behalf of the Company shall contain validity
term, except those for judicial purposes, in addition to the description of powers granted, which may encompass any and all acts, including
those of banking nature.
Paragraph 2 - For the acts involving acquisition,
encumbrance or disposal of assets, including real estate, as well as the acts of appointing attorneys-in-fact for such practices, the
Company shall be represented, mandatorily, by 2 (two) Officers, 2 (two) attorneys-in-fact or 1 (one) Officer and 1 (one) attorney-in-fact,
jointly, and 1 (one) of them must be the Chief Executive Officer or an attorney-in-fact appointed by 2 (two) Officers, and one of them
must be the Chief Executive Officer.
Paragraph 3 - The Company shall be deemed bound
when represented:
| (a) | jointly by 2 (two) Executive Officers;
|
| (b) | jointly by 1 (one) Officer and one (1)
attorney-in-fact, appointed pursuant to these Bylaws; |
| (c) | jointly by 2 (two) attorneys-in-fact, appointed
under the terms of these By-Laws; or |
| (d) | individually, by an attorney-in-fact or
by an Officer, in special cases, when so designated in the respective power of attorney and according to the extent of the powers contained
therein. |
CHAPTER V
FISCAL COUNCIL
ARTICLE 33 - The Company shall have a non-permanent
Fiscal Council, composed of 3 (three) to 5 (five) effective members and an equal number of deputy members.
Paragraph 1 - The Fiscal Council shall only be
installed upon request of the Company's shareholder(s), in compliance with the applicable legislation.
Paragraph 2 - The Fiscal Council, if installed,
shall approve its internal regulation, which shall set forth the general rules of its operation, structure, organization and activities.
Paragraph 3 - The term of office of the Fiscal
Council's members, whether effective or deputy, shall be conditioned to the previous signature of the instrument of investiture, which
shall contemplate their submission to the arbitration clause referred to in Article 42.
CHAPTER VI FISCAL YEAR AND FINANCIAL
STATEMENTS
ARTICLE 34 - The fiscal year shall end in December
31 of each year, when the balance sheet shall be drawn up and the financial statements required by the legislation in force shall be prepared.
ARTICLE 35 - The Company may, at the Board of Directors'
discretion, draw up quarterly or half-yearly balance sheets.
CHAPTER VII ALLOCATION
OF PROFITS
ARTICLE 36 - Once the balance sheet is drawn up,
the following rules shall be complied with as to the distribution of the result ascertained:
| (i) | from the result of the fiscal year shall
be deducted, before any participation, the accumulated losses and the provision for Income Tax; |
| (ii) | fter deduction of the portions described
in item (a) above, the amount to be distributed as participation of the employees and managers in the Company's results will be deducted,
as determined by the Board of Directors in compliance with the Profit Sharing Plan, under the terms and limits of items “l”
and “m” of Article 17 of these Bylaws; |
(c) the remaining profits will be allocated as
follows:
| (a) | five percent (5%) to the legal reserve
fund until it reaches twenty percent (20%) of the capital stock; |
| (b) | amounts intended for the constitution of
a contingency reserve, if deliberated by the General Assembly; |
| (c) | twenty-five percent (25%) for the payment
of the mandatory dividend, according to Paragraph 1 below; and |
| (d) | the profit not allocated to the reserve
referred to in Paragraph 2 of this Article, nor retained pursuant to Article 196 of Law 6,404/76, shall be distributed as additional dividend.
|
Paragraph 1 - The mandatory dividend shall be calculated
and paid according to the following rules:
| (a) | the calculation basis of the dividend will
be the net profit of the fiscal year minus the amounts destined to the constitution of the legal reserve and of reserves for contingencies,
and increased by the reversal of the reserves of contingencies formed in previous fiscal years; |
| (b) | the payment of the dividend determined
under the terms of the previous item may be limited to the amount of the net profit of the fiscal year that has been realized under the
terms of the law, provided that the difference is registered as a reserve of profits to be realized; and |
| (c) | the profits recorded in the unrealized
profit reserve, when realized and if not absorbed by losses in subsequent fiscal years, shall be added to the first dividend declared
after the realization. |
Paragraph 2 - A Reserve for Expansion is hereby
created, the purpose of which shall be to secure funds to finance additional fixed and current capital investments and shall be formed
with up to 100% of the net income remaining after the allocations referred to in items (i), (ii) and (iii) of item (c) of the caput, and
the total of this reserve may not exceed the Company's capital stock.
Paragraph 3 - The Board of Directors may approve
the preparation of half-yearly, quarterly or shorter balance sheets and declare dividends or interest on own capital to the account of
the profit calculated in such balance sheets, in compliance with the legal limits, as well as declare interim dividends to the account
of retained earnings or reserves. The dividends or interest on own capital thus declared shall constitute advance payment of the mandatory
dividend.
Paragraph 4 - The Company may pay or credit interest
as remuneration on own capital calculated on the Net Equity accounts, in compliance with the rate and limits defined by law.
ARTICLE 37 - The amount of dividends shall be made
available to the shareholders within 60 (sixty) days as of the date they are attributed, and may be monetarily restated, as determined
by the Board of Directors, in compliance with the pertinent legal provisions.
CHAPTER VIII SETTLEMENT
ARTICLE 38 - The Company shall go into liquidation
in the legal cases, and it shall be incumbent upon the General Assembly to establish the liquidation mode, elect the liquidator and the
Fiscal Council that shall operate during the liquidation, determining their remuneration.
CHAPTER IX ALIENATION
OF SHAREHOLDING CONTROL
ARTICLE 39 - The direct or indirect disposal of
the Company's control, whether by means of a single operation or successive operations, shall be contracted under the condition that the
acquirer of control undertakes to make a public offering for acquisition of shares having as their object the shares issued by the Company
held by the other shareholders, pursuant to the conditions and terms foreseen in the legislation and regulations in force and in the New
Market Regulation, so as to ensure them equal treatment to that given to the seller.
CHAPTER X ACQUISITION OF
RELEVANT STAKE IN THE COMPANY
ARTICLE 40 - Any person, shareholder or Group of
Shareholders, who acquires or becomes the holder, by means of a single operation or successive operations (“Acquiring Shareholder”):
(a) of a direct or indirect interest equal to or greater than twenty-five percent (25%) of the total shares issued by the Company, excluding
treasury shares; or (b) any other shareholders' rights, including usufruct or trust, over shares issued by the Company representing a
percentage equal to or higher than twenty-five percent (25%) of the total shares issued by the Company, excluding treasury shares (“Relevant
Holding”), shall conduct a public offering for the acquisition of all shares issued by the Company or request registration with
the CVM and B3, as the case may be, within no more than thirty (30) days from the date of the last transaction that resulted in the attainment
of the Relevant Shareholding, with the following minimum requirements, pursuant to the provisions of the applicable regulations of the
CVM, the regulations of B3 and the terms of this Article (“POS”):
| (a) | be directed indistinctly to all shareholders
of the Company for the acquisition of all shares issued by the Company; |
| (b) | the price offered must correspond to at
least the highest value among: (i) the Economic Value ascertained in an appraisal report; (ii) the highest price paid by the Acquiring
Shareholder in the twelve (12) months preceding the achievement of the Relevant Shareholding; and (iii) 125% (one hundred and twenty five
percent) of the weighted average unit price of the shares issued by the Company during the period of one hundred and twenty (120) trading
sessions prior to the holding of the Tender Offer; and |
| (c) | be carried out at auction to be held at
B3. |
Paragraph 1 - The conduction of the Tender Offer
referred to in the caput of the Article herein shall not exclude the possibility for another person or shareholder to conduct a competing
Tender Offer, pursuant to the applicable regulation.
Paragraph 2 - The obligations set forth in Article
254-A of Law 6,404/76 and in Article 39 herein do not exclude the performance by the Acquiring Shareholder of the obligations set forth
in the Article herein.
Paragraph 3 - The Acquiring Shareholder shall be
bound to meet the occasional ordinary requests or requirements from CVM and B3 relative to the Tender Offer, within the maximum terms
determined in the applicable regulation.
Paragraph 4 - The obligation to carry out the Tender
Offer as set forth in the Article 40 herein shall not apply in the event of a person, shareholder or Group of Shareholders becomes the
holder of shares issued by the Company should the relevant interest be reached due to: (a) of corporate operations of merger, incorporation
or incorporation of shares involving the Company, (b) in case of acquisition, via private capital increase or subscription of shares held
in a primary offering by those who have the preemptive right or also, in case of acquisition, via private capital increase or subscription
of shares held in a primary offering, due to the amount has not been fully subscribed by those who have the preemptive right or that has
not had a sufficient number of interested parties in the respective distribution; and (c) in the cases of public offerings of distribution
of shares (including public offerings of restricted efforts).
Paragraph 5 - For the purpose of calculation of
the Relevant Shareholding percentage, involuntary shareholding increases resulting from cancellation of treasury shares, share buybacks
or reduction of the Company's capital stock with the cancellation of shares shall not be computed.
Paragraph 6 - For the purposes of the provisions
of this Article 40, the following terms shall have the meanings defined hereunder:
“Group of Shareholders” means the group of
persons: (i) bound by voting agreement (including, without limitation, any natural or legal person, investment fund, condominium, securities
portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad), either directly
or through controlled companies, controllers or under common control; or (ii) among which there is a control relationship; or (iii) under
common control; or (iv) acting representing a common interest. Examples of persons representing a common interest include: (a) a person
holding, directly or indirectly, an equity interest equal to or greater than fifteen percent (15%) of the capital stock of the other person;
and (b) two persons having a third common investor that holds, directly or indirectly, an equity interest equal to or greater than fifteen
percent (15%) of the capital stock of each of the two persons. Any joint ventures, investment funds or clubs, foundations, associations,
trusts, condominiums, cooperatives, consortiums, securities portfolios, universality of rights, or any other forms of organization or
undertaking, constituted in Brazil or abroad, will be considered part of a same Group of Shareholders, whenever two or more among such
entities are: (c) administered or managed by the same legal entity or by parties related to the same legal entity; or (d) have in common
the majority of their managers, being certain that, in the case of investment funds with a common manager, only those whose decision on
the exercise of votes in General Meetings, under the terms of the respective regulations, is the responsibility of the manager, on a discretionary
basis, shall be considered as members of a Shareholders Group.
“Economic Value” means the value of the Company
and its shares that may be determined by a first class financial institution with operations in Brazil, by using the discounted cash flow
method.
ARTICLE 41 - The Public Tender Offer referred to
in Article 40 above may be dismissed by the General Assembly, subject to the terms below.
Paragraph 1 - The General Meeting shall be installed
at first call with the attendance of shareholders representing, at least, two thirds (2/3) of total outstanding shares.
Paragraph 2 - Should the quorum of paragraph 1
not be reached, the General Meeting may be installed on second call, with the presence of any number of shareholders holding outstanding
shares.
Paragraph 3 - The deliberation on the exemption
of the public offer of shares must occur by the majority of votes of the holders of outstanding shares present in the General Meeting,
excluding the Acquiring Shareholder's votes.
CHAPTER XI FINAL
PROVISIONS
ARTICLE 42 - The Company, its shareholders, managers,
members of the Fiscal Council, effective and substitute, if any, undertake to solve by means of arbitration, before the Market Arbitration
Chamber, pursuant to its regulation, any controversy that may arise among them, related to or arising from their condition as issuer,
shareholders, managers, and members of the Fiscal Council, especially arising from the provisions contained in Law no. 6. 385, of December
7, 1976, Law 6,404/76, the Company's Bylaws, the rules edited by the National Monetary Council, by the Central Bank of Brazil and by the
Securities and Exchange Commission, as well as the other rules applicable to the operation of the capital markets in general, besides
those contained in the Novo Mercado Regulations, in the other regulations of B3 and in the Novo Mercado Participation Agreement.
ARTICLE 43 -The Company shall indemnify and hold
harmless its managers, members of statutory committees, fiscal councilors and other employees exercising management position or function
in the Company, in the event of any damage or loss effectively suffered by such persons by virtue of the regular exercise of their functions
in the Company, even if the beneficiary no longer exercises the position or function for which he/she was elected or exercised in the
Company and/or any of its controlled or affiliated companies (“Beneficiaries”).
Paragraph 1 - The indemnity shall only be due after
the use and only in supplemental character to eventual coverage of civil liability insurance granted by the Company and/or any of its
controlled or affiliated companies (“D&O Insurance”). The payments to be made by the Company shall correspond to the exceeding
amount covered by D&O Insurance and observed
the limits set forth in the indemnity agreement to be entered
into between the Company and the Beneficiary, as referred to in Paragraph 4 below (“Indemnity Agreement”).
Paragraph 2 - The Indemnity Agreement may provide
for exception situations in which the Company makes advances to the Beneficiaries, provided that the payment of such advances is previously
approved by the Board of Directors and the D&O Insurance is activated prior to the payment of the advance by the Company.
Paragraph 3 - Without prejudice to other situations
set forth in the Indemnity Agreement, acts performed out of the exercise of the Beneficiaries' duties, in disagreement with the applicable
laws, regulations or administrative decisions, the Bylaws and the policies and codes, performed out of the normal course of business,
with bad faith, malice, serious fault or fraud, in their own interest or of third parties or detrimental to the corporate interest, shall
not be subject to indemnity. In case any Beneficiary is condemned, by final and unappealable court decision, or a definitive decision
of any regulator or governmental body having jurisdiction, due to an act not subject to indemnity, he/she shall reimburse the Company
for all costs and expenses effectively paid or, as the case may be, anticipated to the Beneficiary, as a result of the obligation assumed
pursuant to the caput of this Article, under the terms of the Indemnity Agreement.
Paragraph 4 - The indemnity conditions object of
this article shall guarantee the independence of decisions and ensure the Company's best interest and shall be determined in the Indemnity
Agreement to be approved by the Board of Directors and entered into between the Company and each one of the Beneficiaries.
ARTICLE 44 - The US dollar amounts mentioned in
these By-Laws shall be used exclusively as reference base of monetary restatement and shall be converted into Brazilian Reais by the closing
sales rate of the US dollar, disclosed by the Brazilian Central Bank.
ARTICLE 45 - The omitted cases shall be solved
according to the legislation and regulation in force, including the New Market Regulation.
***
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 9, 2023
Sendas Distribuidora S.A.
By: /s/ Daniela Sabbag Papa
Name: Daniela Sabbag Papa
Title: Chief Financial Officer
By: /s/ Gabrielle Helú
Name: Gabrielle Helú
Title: Investor Relations Officer
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These
statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances,
industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates",
"expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking
statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies
and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or
results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject
to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements
are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors.
Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
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