MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING
HELD ON DECEMBER 22, 2015

1 DATE, TIME AND PLACE: December 22, 2015, at 11:00 a.m., at the headquarters of Companhia Brasileira de Distribuição ('Company'), at Avenida Brigadeiro Luís Antônio, No. 3.142, Jardim Paulista, CEP 01402-901, in the City of São Paulo, State of São Paulo.

2 CALL NOTICE: Call Notice published in the State of São Paulo Official Gazette, on December 5th, 8th and 9th, 2015, on pages 11, 13 and 14, respectively, and in the newspaper 'O Estado de São Paulo' on December 5th, 8th and 9th, 2015, on pages B12, B13 and B11, respectively.

3 QUORUM: Shareholders representing more than two thirds (2/3) of the Company's voting share capital, according to the signatures on the Shareholders' Attendance Book. Therefore, legal quorum for the Meeting to be held was verified.

4 CHAIR: The meeting was chaired by Mr. Ronaldo Iabrudi dos Santos Pereira, CEO of the Company, in accordance with Article 9 of the Company's By-laws, who invited me, Marcelo Acerbi de Almeida, to act in as secretary of the meeting.

5 AGENDA: To resolve on the following matters:

(a) Approve the merger into the Company of part of the spun-off assets of Nova Pontocom Comércio Eletrônico S.A. ('Nova Pontocom'), in accordance with the terms and conditions described in the 'Spin-Off Protocol and Justification of Nova Pontocom Comércio Eletrônico S.A.', executed among the management of the companies involved, assuming that the total and disproportional spin-off of Nova Pontocom will be approved and completed;

(b) Ratify the appointment of Magalhães Andrade S/S Auditores Independentes, enrolled with Regional Accounting Council of the State of São Paulo, under No. 2SP000233/O-3 and with the CNPJ/MF under No. 62.657.242/0001-00, with head offices in the City of São Paulo, State of São Paulo, at Av. Brigadeiro Faria Lima, No. 1,893, 6th floor, Jardim Paulistano ('Magalhães Andrade'), as the expert company responsible for the elaboration of the appraisal report of Nova Pontocom's spun-off assets and of the spun-off assets to be spun-off and merged into the Company, at the base date of September 30, 2015 ('Spin-Off Appraisal Report');

(c) Approve the Spin-Off Appraisal Report;

(d) Approve the merger into the Company of its subsidiary, Sé Supermercados Ltda. ('Sé'), in the terms and conditions described in the 'Merger Protocol and Justification of Sé Supermercados Ltda.', executed by the management of the Company and Sé ('Merger');

(e) Ratify the appointment of Magalhães Andrade as the expert company responsible for the elaboration of the appraisal report of the net equity of Sé to be merged into the Company, on the base date of September 30, 2015 ('Merger Appraisal Report');

(f) Approve the Merger Appraisal Report;

(g) If the abovementioned matters are approved, authorize the management of the Company to take all necessary actions in order to carry out the resolutions proposed and approved by the shareholders of the Company

(h) Approve the amendment of Article 2 of the Company's By-laws, to include, in the Company's corporate purposes, the activity of 'import of beverages, wines and vinegars'; and

(i) Approve, in view of the resolution above, the restatement of the Company's By-laws.

6 RESOLUTIONS: After discussions on the matters indicated in the agenda, the shareholders decided on the following:

6.1 Approve, by unanimous vote, in accordance with Articles 227 and 229, paragraphs 3 and 5, second part, of Law No. 6,404, of 15 December 1976, as amended ('Brazilian Corporate Law') the total and disproportional spin-off of Nova Pontocom and the merger into the Company of part of the spun-off assets, proportionally to its interest in the net equity of Nova Pontocom, as well as to ratify the 'Spin-Off Protocol and Justification of Nova Pontocom Comércio Eletrônico S.A.', executed on December 3th, 2015 among the management of: (i) Nova Pontocom; (ii) Via Varejo S.A., a publicly-held company, headquartered in the city of São Caetano do Sul, State of São Paulo, at Rua João Pessoa, No. 83, Centro, CEP 09520-010, enrolled with the CNPJ/MF under No. 33.041.260/0652-90 and registered at JUCESP under NIRE 35.300.394.925; (iii) of Company; (iv) QE Participações Ltda., a limited liability company under incorporation, headquartered in the city of São Paulo, State of São Paulo, at Rua das Açucenas, No. 206, Cidade Jardim, CEP 05673-040 (parte); and (v) Camberra Participações Ltda., a limited liability company under incorporation, headquartered in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, No. 1.609, 7th floor, Vila Olímpia, CEP 04547-006 (parte), and included in Exhibit I attached hereto ('Spin-Off Protocol');

6.2 Ratify, by unanimous vote, the appointment of Magalhães Andrade as the expert company responsible for the elaboration of the Spin-Off Appraisal Report;

6.3 Approve, by unanimous vote, the Spin-Off Appraisal Report, which copy is included in Annex 3.2 to the Spin-Off Protocol, prepared by Magalhães Andrade, on the base date of September 30, 2015, according to the balance sheet prepared by the management of Nova Pontocom on the same date, pursuant to which the total book value of Nova Pontocom is equivalent to BRL 10,000.00 (ten thousand reais) and the part of the spun-off assets that will be merger into the Company is equivalent to BRL 5,320.34 (five thousand, three hundred and twenty reais and thirty four cents) ('CBD Spun-off Assets');

6.4 In view of the decisions above, approve, by unanimous vote, in accordance with Article 229 of Brazilian Corporate Law and of the Spin-Off Protocol, the merger of the CBD Spun-Off Assets into the Company. As set forth in the Spin-Off Protocol, the merger of the CBD Spun-off Assets shall not change the Company's share capital, since, as a result of the merger of the CBD Spun-off Asset, the interest that the Company holds in Nova Pontocom will be cancelled and replaced by the assets and liabilities of the CBD Spun-off Assets;

6.5 Approve, by unanimous vote, in accordance with Article 227 of of Brazilian Corporate Law, the merger into the Company of its subsidiary Sé, effective as from and including, January 1, 2016, in the terms and conditions described in the 'Merger Protocol and Justification of Sé Supermercados Ltda.', executed on November 18th, 2015 between the management of the Company and of Sé and included in Exhibit II attached hereto ('Merger Protocol');

6.6 Ratify, by unanimous vote, the appointment of Magalhães Andrade as the expert company responsible for the elaboration of the Merger Appraisal Report;

6.7 Approve, by unanimous vote, the Merger Appraisal Report, which copy is included in Annex 3.1 to the Merger Protocol, prepared by Magalhães Andrade, on the base date of September 30, 2015, according to the balance sheet prepared by the management of Sé on the same date, pursuant to which the total book value of Sé that shall be merger into the Company is equivalent to BRL 2,713,030,406.64 (two billion, seven hundred and thirteen million, thirty thousand, four hundred and six reais and sixty-four cents);

6.8 In view of the above, approve, by unanimous vote, in accordance with Article 227 of Brazilian Corporate Law and with the Merger Protocol, the merger of Sé into the Company. According to the Merger Protocol, the merger of Sé shall not change the Company's share capital, since, as a result of the merger of Sé, (i) the Company shall absorb the totality of Sé's net equity in exchange for the quotas held by the Company in Sé's share capital, which shall be canceled as a result of the merger; (ii) the interest held by the Company in Sé shall be replaced in the balance sheet of the Company by the assets and liabilities which are part of Sé's net equity, by their respective book value; and (iii) Sé shall be extinguished, effective as from and including, January 1, 2016, and succeeded by the Copmany in all of its rights and obligations. Sé's branches are consequently extinguished, and the respective activities shall be performed by the Company;

6.9 Authorize, by unanimous vote, the management of the Company to take all necessary actions in order to carry out the resolutions proposed and approved by the shareholders of the Company;

6.10 Approve, by unanimous vote, the amendment of Article 2 of the Company's By-laws, to include, in the Company's corporate purposes, the activity of 'import of beverages, wines and vinegars'. In view of such resolution, Article 2 of the Company's By-laws shall be in force with the following wording: 'ARTICLE 2 - The corporate purpose of the Company is the sale of manufactured, semi- manufactured or raw products, both Brazilian and foreign, of any type or species, nature or quality, provided that the sale of such products is not prohibited by law. First Paragraph - The Company may also engage in the following activities: (a) manufacture, processing, handling, transformation, exportation, importation and representation of food or non-food products either on its own or through third parties; (b) international trade, including that involving coffee; (c) importation, distribution and sale of cosmetic products for hygienic or make-up purposes, toiletries, sanitary and related products and food supplements; (d) sale of drugs and medicines, pharmaceutical and homeopathic specialties, chemical products, accessories, dental care equipment, tools and equipment for surgery, production of chemical products and pharmaceutical specialties, with the possibility that such activities of the Company are specialized as Drugstore, Allopathic Drugstore, Homeopathic Drugstore or Manipulation Drugstore of each specialty; (e) sale of oil products, filling up of fuels of any kind, rendering of technical assistance services, garage, repair, washing, lubrication, sale of accessories and other similar services, of any vehicles; (f) sale of products, drugs and general veterinary medicines; veterinary consultation, clinic and hospital and pet shop with bath and shearing service; (g) rental of any recorded media; (h) provision of photo, film and similar studio services; (i) execution and administration of real estate transactions, purchasing, promoting subdivisions and incorporations, leasing and selling real estate properties on the Company's own behalf as well as for third parties; (j) acting as distributor, agent and representative of merchants and industrial concerns established in Brazil or abroad and, in such capacity, for consignors or on its own behalf acquiring, retaining, possessing and carrying out any operations and transactions in its own interests or on behalf of such consignors; (k) provision of data processing services; (l) building and construction services of all kinds, either on its own behalf or for third parties, purchase and sale of construction materials and installation and maintenance of air conditioning systems, cargo loaders and freight elevators; (m) use of sanitary products and related products; (n) general municipal, state and interstate ground freight transportation for its own products and those of third parties, including warehousing, depositing, loading, unloading, packaging and guarding any such products, and subcontracting the services contemplated in this item; (o) communication services, general advertising and marketing, including for bars, cafes and restaurants, which may extend to other compatible or connected areas, subject to any legal restrictions; (p) purchase, sale and distribution of books, magazines, newspapers, periodicals and similar products; (q) performance of studies, analysis, planning and markets research; (r) performance of market test for the launching of new products, packing and labels; (s) creation of strategies and analysis of 'sales behavior in specific sectors', of special promotions and advertising; (t) provision of management services of food, meal, drugstore, fuel and transportation vouchers/cards and other cards resulting from the activities related to its corporate purpose; and (u) lease and sublease of its own or third-party furnishings; (v) provision of management services; (w) representation of other companies, both Brazilian and foreign, and participation as a partner or shareholder in the capital stock of other companies irrespective of their form or object of same, and in commercial enterprises of any nature; (x) Agency, brokerage or intermediation of coupons and tickets; (y) Services related to billing, receipts or payments, of coupons, bills or booklets, rates, taxes and for third parties, including those made by electronic means or by automatic teller machines; supply of charging position, receipt or payment; issuing of booklets, forms of compensation, printed and documents in general; (z) Provision of services in connection with parking lot, stay and the safeguard of vehicles; and (aa) Import of Wines, Beverages and Vinegars. Second Paragraph - The Company may provide guarantees or collateral for business transactions of its interest, although it must not do so merely as a favor.' ; and

6.11 In view of the resolution above, approve, by unanimous vote, the restatement of the Company's By-laws, which will be in force pursuant to the Exhibit III attached hereto.

7 ADJOURNMENT: With nothing further to come before this board, the works were concluded and these minutes were drafted as a summary, which was approved and signed by the shareholders in attendance.

8 SIGNATURES: Ronaldo Iabrudi dos Santos Pereira - Chairman; and Marcelo Acerbi de Almeida - Secretary. ATTENDING SHAREHOLDERS: by: Wilkes Participações S.A., Philippe Oliveira Lins de Medeiros; by: Almacenes Exito S.A., Jessica Winge.
Summary of these minutes drawn up in Company's books, under paragraph 3 of Article 130 of Brazilian Corporate Law.

São Paulo, December 22, 2015.

Marcelo Acerbi de Almeida
Secretary

CBD - Companhia Brasileira de Distribuição issued this content on 2015-12-22 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-22 19:49:18 UTC

Original Document: http://www.gpari.com.br/conteudo_en.asp?idioma=1&tipo=30414&conta=44&id=220128