COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Publicly-Held Corporation Tax payer's Registry (CNPJ/MF) Number 47.508.411/0001-56

MATERIAL FACT

Companhia Brasileira de Distribuição ("CBD" or "Company"), in compliance with
the provisions of paragraph 4 of Article 157 of Law No. 6404 dated December
15, 1976, as amended and in effect, and with the provisions of CVM Ruling No. No. 358/02, hereby communicates to its shareholders and to the market in general about the approval, by the Shareholders Meeting of CBD, held on the date hereof, of the merger, by the Company, of the spun-off assets of Sendas Distribuidora S.A. ("Sendas") and of the spun-off assets of Sé Supermercados Ltda. ("Sé"). For more information about the merger referred to herein, please consult the websites of CVM (www.cvm.gov.br), of BM&FBOVESPA (www.bmfbovespa.com.br) and of the Company (www.gpari.com.br).
The matters approved by the CBD Shareholders Meeting on the date hereof form part of a major restructuring project of Grupo Pão de Açúcar, which shall be fully implemented between years 2013 and 2014 and is mainly intended to obtain considerable administrative, economic and financial benefits, especially through the rationalization and simplification of the group's equity structure, enabling the consolidation and reduction of operation costs and expenses and making the attainment of operating and tax synergies feasible.
São Paulo, December 28, 2012

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Vitor Fagá de Almeida
Investor Relations Officer

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