VIA VAREJO S.A. CNPJ/MF No. 33.041.260/0652

VIA VAREJO S.A.
CNPJ/MF No. 33.041.260/0652-90
NIRE 35.300.394.925
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON DECEMBER 19, 2013
1.
DATE, TIME AND PLACE:
On December 19, 2013, at 10 a.m., at the
offices of Via Varejo S.A. (the “Company”), at Rua João Pessoa, 98, 2nd floor,
Downtown, in the City of São Caetano do Sul, State of São Paulo.
2.
PRESIDING OFFICERS:
Castro Reis Passos.
Chairman: Michael Klein; Secretary: Ana Carolina
3.
NOTICE AND ATTENDANCE:
Meeting notice duly submitted as set forth in
Section 16 of the Company Bylaws. All members of the Board of Directors attended.
4.
AGENDA:
(vii) To resolve on the Company’s Corporate Calendar for 2014 in
attendance to BM&FBOVESPA`s Level 2 Regulation; (viii) To elect Mrs. Flávia Altheman to
the position of Marketing Executive Officer and Mr. Henrique Vendramini for the position
of Commercial Executive Officer of the Company; (ix) To resolve on the election of the
Officers of Globex Administradora de Consórcios Ltda.; Globex Administração e Serviços
Ltda.; Lake Niassa Empreendimentos e Participações Ltda.; Nova Extra Eletro Comercial
Ltda.; Ponto Frio Administração e Importação de Bens Ltda., Pontocred Negócios de
Varejo Ltda. and; Rio Expresso Comércio Atacadista de Eletrodomésticos Ltda., all
controlled by the Company; (x) To ratify the election of Messrs Vitor Fagá de Almeida,
José Marcelo dos Santos and Felipe Coragem Negrão to the positions of Chief Officer,
Financial Officer and Industrial Officer respectively, of Indústria de Móveis Bartira Ltda;
(xi) To resolve on the execution of contracts for the discount of receivables for the credit
card and Direct Credit for the Consumer with Intervention (“CDCI”) transactions for the 1º
quarter of 2014; (xii) To ratify the hiring of bank warranty and guarantee insurance,
executed by the Company from January 1st, 2013 until the present date, for the
transactions related to the monetization of taxes for the current year; (xiii) To resolve on
the hiring of bank warranty and guarantee insurance for the transactions related to the
monetization of taxes related to 2014; (xiv) To ratify the hiring of the institution that
provides the services of bookkeeping and custody of the shares deposit certificates
(“Units”); and (xv) To ratify the manifest vote made by the Company’s legal
representative in Nova Pontocom’s General Shareholders Meeting, in which it was resolved
on the amendment to its By-laws.
5.
RESOLUTIONS:
The directors started the proceedings by reviewing the items
listed in the agenda and resolved as follows:
(vii) by unanimous vote and without restrictions, resolved
to approve the Company’s Corporate Calendar for 2014 in attendance to BM&FBOVESPA`s
Level 2 Regulation;
(viii) by unanimous vote and without restrictions, resolved
on the election of Mrs. Flávia Altheman, Brazilian citizen, married, major in marketing,
bearer of the identity card R.G. nº 18.803.849-8 – SSP/SP, enrolled with the CPF/MF
under No. nº 146.648.668-60, to the position of Marketing Executive Officer and Mr.
Henrique Vendramini, Brazilian citizen, married, manager, bearer of the identity card R.G.
nº 21475409 SSP/SP, enrolled with the CPF/MF under No. nº 21475409 SSP/SP, for the
position of Commercial Executive Officer of the Company, both with commercial address at
Rua João Pessoa, 83, São Caetano do Sul, São Paulo and with a term of office until
November 21, 2014, in a way to cause their term of office to terminate jointly with the
term of office of the remaining Officers of the Company. The Officers herein appointed
shall take their respective offices upon the execution of the respective terms of office, in
which they shall declare, under the penalties of law, that they are not prevented, by
special law, to exercise the Company’s management, nor have been convicted or are
under the effects of a conviction to a penalty that prohibits, even temporarily, access to
public office, or have been convicted for bankruptcy crimes, malfeasance, bribery,
embezzlement or against the popular economy, the national financial system or the rules
of competition, or against consumers’ relation, public faith or property;
(ix) by unanimous vote and without restrictions, resolved
on the election of Messrs Francisco Tosta Valim Filho, Jorge Fernando Herzog, Marcelo
Lopes and Vitor Fagá de Almeida to the position of Officers of Globex Administradora de
Consórcios Ltda.; Globex Administração e Serviços Ltda.; Lake Niassa Empreendimentos e
Participações Ltda.; Nova Extra Eletro Comercial Ltda.; Ponto Frio Administração e
Importação de Bens Ltda., Pontocred Negócios de Varejo Ltda. and; Rio Expresso
Comércio Atacadista de Eletrodomésticos Ltda., all controlled by the Company;
(x)
by unanimous vote and without restrictions, resolved
to ratify the election of Messrs Vitor Fagá de Almeida, José Marcelo dos Santos and Felipe
Coragem Negrão to the positions of Chief Officer, Financial Officer and Industrial Officer
respectively, of Indústria de Móveis Bartira Ltda;
(xi) by unanimous vote and without restrictions, resolved
to approve the execution of contracts for the discount of receivables for the credit card
and CDCI transactions for the 1º quarter of 2014, so that the anticipation of receivables
shall be in the total amount of R$5,489,000,000.00 (five billion, four hundred and eighty
nine million Reais), observed the following limitations for the CDCI transactions:
R$483,000,000.00 (four hundred and eighty three million Reais) for January, 2014,
R$390,000,000.00 (three hundred and ninety million Reais) for February, 2014 and
R$423,000,000.00 (four hundred and twenty three million Reais) for March, 2014;
(xii) by unanimous vote and without restrictions, resolved
to ratify the hiring of bank warranty and guarantee insurance, executed by the Company
from January 1st, 2013 until the present date, for the transactions related to the
monetization of taxes of the current year;
(xiii) by unanimous vote and without restrictions, resolved
to approve the hiring of bank warranty and guarantee insurance for the transactions
related to the monetization of taxes relating to 2014;
(xiv) by unanimous vote and without restrictions, resolved
to ratify the hiring of Itaú Corretora de Valores S.A. to provided the services of
bookkeeping and custody of Units issued by the Company; and
(xv) by unanimous vote and without restrictions, resolved
to ratify the manifest vote made by the Company’s legal representative in Nova
Pontocom’s General Shareholders Meeting, held on October 17, 2013, in which it was
resolved on the amendment to its By-laws.
I certify that the resolutions above were drawn from the minutes duly recorded in the
Book of Registry of Minutes of Board of Directors’ Meetings of the Company.
São Caetano do Sul, December 19, 2013
Ana Carolina Castro Reis Passos
Secretary