EXTRACT FROM THE MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON THE 5th OF SEPTEMBER 2012
1. DATE, TIME AND PLACE: On the 5th of September, 2012, at 2:30 p.m., at the registered offices of Companhia Brasileira de Distribuição (the “Company“), at Avenida Brigadeiro Luís Antônio, No. 3.142, city and state of São Paulo.
2. CONDUCTION OF THE MEETING: Chairman: Abilio dos Santos Diniz; Secretary: Julian Fonseca Peña Chediak.
3. CALL TO ORDER AND ATTENDANCE: The meeting was duly called pursuant to article 15 of the Company’s Charter. Thirteen (13) Board members were present, constituting the quorum required under article 15, paragraph 3 of the Company’s Charter. Also present, as attending guests, Enéas Pestana, Edson Kawabata, Ligia Dall`Acqua Korkes, Vitor Fagá, José Roberto Tambasco, Paulo Gualtieri and Ramatis Rodrigues.
4. AGENDA: Approval of a capital increase in the total amount of two hundred and forty seven thousand, one hundred and ninety five Reais and fifty six cents (R$247,195.56), corresponding to seven thousand, seven hundred and eight (7,708) preferred shares to be issued by the Company, as a result of the exercise of stock options within the Company’s stock option plan.
5. RESOLUTION: As the meeting was commenced, the Board members discussed the issues comprised in the agenda and approved the following resolutions:
5.1. In view of the exercise of A6 Silver and Gold Series stock options within the Company’s Stock Option Plan (the “Plan“), approved the General Meeting held on the 20th of December 2006, the board members approved the Company’s capital increase, within the authorized capital increase set forth in Article 6 of the Company’s Charter, in the amount of two hundred and forty seven thousand, one hundred and ninety five Reais and fifty six cents(R$247,195.56), corresponding to seven thousand, seven hundred and eight (7,708) preferred shares issued by the Company, divided as follows:
(i) three thousand, eight hundred and fifty four (3.854) preferred shares, at the issuance price of sixty four Reais and thirteen cents (R$64,13) per share, determined in accordance with the Plan, in the total amount of two hundred, forty seven thousand, one hundred and fifty seven Reais and two cents (R$247.157,02), in connection with the exercise of A6 Silver Series; and (ii) three thousand, eight hundred and fifty four (3.854) preferred shares, at the issuance price of one cent (R$0.01) per share, determined in accordance with the Plan, in the total amount of thirty eight Reais and fifty four cents (R$38,54), in connection with the exercise of A6 Gold Series. The preferred shares issued as a consequence of the capital increase shall have the same characteristics and conditions and shall be entitled to the same rights and benefits as the existing preferred shares, in accordance with the Company’s Charter.
5.1.1. Consequently, the Company’s share capital, which was in the amount of six billion, seven hundred and one million, five hundred and seventy one thousand and forty six Reais and twenty five cents (R$6,701,571,046.25), is now in the amount of six billion, seven hundred and one million, eight hundred and eighteen thousand, two hundred and forty one Reais and eighty one cents (R$6,701,818,241.81), fully subscribed and paid in, divided into two hundred and sixty three million, fifty six thousand, one hundred and sixty seven (263,056,167) shares with no par value, ninety nine million, six hundred and seventy nine thousand, eight hundred and fifty one (99,679,851) of which are common shares and one hundred and sixty three million, three hundred and seventy six thousand, three hundred and sixteen (163,376,316) of which are preferred shares.
6. APPROVAL AND SUBMISSION OF MINUTES: Having nothing to discuss further, the proceedings were adjourned and these minutes were prepared. Once the proceedings were resumed, these minutes were read and approved, all the attending Board members having signed them. São Paulo, 5th of September, 2012. Signatures: Chairman – Abilio dos Santos Diniz; Secretary – Julian Fonseca Peña Chediak. Abilio dos Santos Diniz, Pedro Paulo Falleiros dos Santos Diniz, Geyze Marchesi Diniz, Jean‐Charles Henri Naouri – by his attorney‐in‐fact Arnaud Strasser, Antoine Marie Remi Lazars Giscard d’Estaing- by his attorney‐in‐fact Arnaud Strasser, Jean Louis Bourgier, Eleazar de Carvalho Filho, Roberto Oliveira de Lima, Luiz Augusto de Castro Neves, Pedro Henrique Chermont de Miranda, Fábio Schvartsman, Arnaud Strasser and Ulisses Kameyama. I certify, for due purposes, that this is an extract from the minutesregistered with the relevant book, in accordance with section 130, paragraph 3 of Law No. 6.404/76 as amended.
Julian Fonseca Peña Chediak