EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 11, 2016
1. DATE, TIME AND PLACE: On the 11th day of May of 2016, at 03:00 p.m., at the headquarters of Companhia Brasileira de Distribuição (“Company” or “CBD”), located at Avenida Brigadeiro Luís Antônio, No. 3.142, in the City of São Paulo, State of São Paulo.
2. CONDUCTION OF THE MEETING: Chairman: Mr. Jean-Charles Henri Naouri; Secretary: Mrs. Ana Paula Tarossi Silva.
3. CALL TO ORDER AND ATTENDANCE: The call was waived for the attendance of all members of the Board of Directors , in accordance with paragraph second of article 15 of the Company’s Bylaws. All of the members of the Company’s Board of Directors attended the meeting, namely, Messrs. Jean-Charles Henri Naouri, Arnaud Daniel Charles Walter Joachim Strasser, Carlos Mario Diaz Gómez, Carlos Mario Giraldo Moreno, Eleazar de Carvalho Filho, Jose Gabriel Loaiza Herrera, Luiz Aranha Corrêa do Lago, Luiz Augusto de Castro Neves, Maria Helena dos Santos Fernandes Santana, Ronaldo Iabrudi Pereira dos Santos e Yves Desjacques.
4. AGENDA: To acknowledge and examine the project for a potential integration of the e-commerce business developed by Cnova Comércio Eletrônico S.A. (“Cnova Brazil”), a subsidiary of Cnova N.V. (“Cnova NV”), a company controlled by the Company, to the business developed by the Company (“Reorganization”).
5. RESOLUTIONS: Mr. Ronaldo Iabrudi presented the Reorganization project as discussed in Via Varejo’s Board of Directors Meeting, held on this date. When the presentation was over and after questions and debates regarding the Reorganization, the members of the Board of Directors unanimously resolved, in compliance to the terms of the Policy for Related Parties Transactions of the Company, to create a special committee formed by Messrs. Eleazar de Carvalho Filho, Maria Helena S. F. Santana and Luiz Aranha Corrêa do Lago, which shall interact with Via Varejo’s special committee and Cnova NV and issue a recommendation to the Board of Directors of CBD regarding (i) the vote to be cast by CBD at the Cnova NV’s shareholders meeting that shall resolve on the Reorganization; (ii) the non-sale of Cnova NV shares held by CBD in the tender offer for acquisition of the shares held by Cnova NV’s minority shareholders, to be launched by Casino Guichard-Perrachon, in the context of the Reorganization; and (iii) the terms and conditions of the New Operational Agreement, to be entered into between CBD and Via Varejo in case the Reorganization is implemented. Additionally, with the abstention of the Board members appointed to the Special Committee, the members of the Board of Directors resolved to fix the extraordinary remuneration to which such directors are entitled as members of the Special Committee. Finally, the Board of Directors determined that the decisions made at this meeting become public via a notice of material fact to be disclosed on this date.
6. APPROVAL AND EXECUTION OF THE MINUTES: With nothing further to discuss, the meeting was suspended for drafting of these minutes. When the meeting was reopened, theses minutes were read approved and executed by all those who attended the meeting. São Paulo, May 11, 2016. Signatures: Chairman: Mr. Jean-Charles Henri Naouri; Secretary: Mrs. Ana Paula Tarossi Silva. Attending Members of the Board of Directors: Messrs. Jean-Charles Henri Naouri, Arnaud Daniel Charles Walter Joachim Strasser, Carlos Mario Diaz Gómez, Carlos Mario Giraldo Moreno, Eleazar de Carvalho Filho, Jose Gabriel Loaiza Herrera, Luiz Aranha Corrêa do Lago, Luiz Augusto de Castro Neves, Maria Helena dos Santos Fernandes Santana, Ronaldo Iabrudi Pereira dos Santos e Yves Desjacques.
I certify, for due purposes, that this is an extract of the minutes registered with the relevant book, in accordance with section 130, paragraph 3 of Law No. 6.404/76 as amended.
Ana Paula Tarossi Silva