By Brazil Stock Guide – Grupo Pão de Açúcar (B3: PCAR3) faces a renewed governance clash as investor André Diniz, owner of Brazil’s Coelho Diniz supermarket chain, builds his influence. According to Pipeline, Valor Econômico’s business outlet, Diniz informed directors he now controls 24.6% of GPA’s capital and has formally requested an extraordinary general meeting (EGM) to re-elect the retailer’s entire nine-member board.
The stake leaves him just below GPA’s 25% poison-pill threshold, which would otherwise trigger a mandatory tender offer. For now, Diniz is focusing on board composition, not a takeover. The company is expected to announce the shareholder’s request, with the meeting likely to take place by late September, Pipeline reported.
The move highlights deepening divisions between directors tied to Casino Guichard-Perrachon (Euronext Paris: CO) and Ronaldo Iabrudi, and a “new shareholders” bloc led by Diniz and Rafael Ferri. With their enlarged holdings, the new group expects to claim five or six seats, tipping the balance of power. Casino’s allies emphasize improved margins and brand recovery, while the newcomers argue that continued losses and high expenses require faster restructuring.
Because GPA’s May election already used cumulative voting, Diniz’s fresh request would mean removing all current directors and re-electing the full slate. The board cannot replace only selected members without starting from scratch.
The Diniz family, which in May held under 5% and secured just one seat, has steadily expanded its position in the months since. GPA acknowledged receiving the request and said the process should ensure that representation reflects the new shareholder base, with directors bringing “the technical qualifications and competencies” needed for the retailer’s next phase.
The confrontation comes as Casino, GPA’s long-time controller, undergoes a sweeping restructuring in France. That overhaul, led by a group of investors including Daniel Křetínský, has fueled questions over strategy and governance across Casino’s international assets, including its Brazilian subsidiary.
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