Common use of Board of Directors Composition Clause in Contracts

Board of Directors Composition. 2.1.1. The Parties note the current organization and composition of the Board of Directors described below and see no need to make any changes thereto merely as a result of the Transaction: Current Board composition: nine (9) directors of which: (i) six (6) have been appointed initially as non-independent GPA appointees in accordance with the electoral quotient (“cuociente electoral”) system; (ii) three (3) qualify as independent and have been appointed with the favorable vote of GPA. 2.1.2. When the Board of Directors shall need to be renewed, as a result of the expiration of its current term or for any other reason, or any vacancy needs to be filled or director needs to be replaced, CGP shall determine the candidate or candidates for Board appointment, independent or not, depending on the vacancy/ies to be filled, to be put forth to the Éxito Shareholders’ Meeting for appointment; in so doing, CGP shall consult with GPA, take into account and give due consideration to any suggestions GPA may have with respect to such candidates. 2.1.3. In all elections of the Board of Directors where the electoral quotient (cuociente electoral) applies, and provided (i) a single slate of directors is put forth to the Éxito Shareholders’ Meeting and (ii) the GPA Éxito Holders hold more than 10% of the shares and voting rights of the Company, at least one person proposed by GPA and acceptable to both Parties shall be included by CGP in the last line of the slate of candidates put forth for appointment by the Éxito Shareholders’ Meeting. 2.1.4. Each Party shall at the Éxito Shareholders’ Meeting: (i) attend directly or through a duly authorized representative so as to cause the entirety Company Securities it holds to be counted as present thereat for purposes of establishing a quorum, and (ii) vote (or cause to be voted), in person or by proxy, all Company Securities (whether acquired heretofore or hereafter) that are owned by such Party or its Affiliates or as to which such Party has, directly or indirectly, the right to vote or direct the voting, in favor of the candidate or slate of candidates put forth by CGP in accordance with Articles 2.1.2 and 2.1.3 above.

Board of Directors Composition. 2.1.1(A) The business and affairs of the Corporation shall be managed by or under the direction of the Board. Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Amended and Restated Certificate of Incorporation (including any certificate of designation) relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors constituting the entire Board shall be not less than three directors or more than fifteen directors, the exact number of directors to be determined from time to time by resolution adopted by the Board; provided, however, that the upon the Filing Time the number of directors shall be nine directors. (B) Commencing with the Filing Time, the directors (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any certificate of designation) (the “Preferred Stock Directors”)) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the Filing Time, Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the Filing Time and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the Filing Time. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term until the election and qualification of their respective successors in office. If the number of directors is from time to time changed (other than Preferred Stock Directors), any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. The Parties note the current organization and composition Board is authorized to assign members of the Board of Directors described below and see no need already in office to make any changes thereto merely as a result Class I, Class II or Class III upon the Filing Time. (C) Subject to the rights of the Transactionholders of any one or more series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board. Any director so chosen shall hold office until the next annual meeting of stockholders and until his successor shall be elected and qualified. In such event, the director elected by the stockholders at such next annual meeting shall hold office for a term that shall coincide with the remaining term of the class of directors to which such person has been elected. No decrease in the number of directors shall shorten the term of any incumbent director. (D) During any period when the holders of any series of Preferred Stock have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: Current Board composition: nine (9) directors of which: (i) six (6) have been appointed initially as non-independent GPA appointees in accordance with the electoral quotient (“cuociente electoral”) system; (ii) three (3) qualify as independent and have been appointed with the favorable vote then otherwise total authorized number of GPA. 2.1.2. When the Board of Directors shall need to be renewed, as a result directors of the expiration Corporation shall automatically be increased by such specified number of its current term or for any other reason, or any vacancy needs to be filled or director needs to be replaced, CGP shall determine the candidate or candidates for Board appointment, independent or not, depending on the vacancy/ies to be filled, to be put forth to the Éxito Shareholders’ Meeting for appointment; in so doing, CGP shall consult with GPA, take into account and give due consideration to any suggestions GPA may have with respect to such candidates. 2.1.3. In all elections of the Board of Directors where the electoral quotient (cuociente electoral) appliesdirectors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided (i) a single slate of directors is put forth for or fixed pursuant to the Éxito Shareholders’ Meeting said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the GPA Éxito Holders hold more than 10% Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the shares Corporation shall be reduced accordingly. (E) A director shall hold office until the annual meeting for the year in which his or her term expires and voting rights until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. A director may resign at any time upon notice to the Corporation. (F) Directors need not be elected by written ballot unless the by-laws of the Company, at least one person proposed by GPA and acceptable to both Parties Corporation shall be included by CGP in the last line of the slate of candidates put forth for appointment by the Éxito Shareholders’ Meetingso provide. 2.1.4. Each Party shall at the Éxito Shareholders’ Meeting: (i) attend directly or through a duly authorized representative so as to cause the entirety Company Securities it holds to be counted as present thereat for purposes of establishing a quorum, and (ii) vote (or cause to be voted), in person or by proxy, all Company Securities (whether acquired heretofore or hereafter) that are owned by such Party or its Affiliates or as to which such Party has, directly or indirectly, the right to vote or direct the voting, in favor of the candidate or slate of candidates put forth by CGP in accordance with Articles 2.1.2 and 2.1.3 above.