COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO PUBLICLY HELD COMPANY AND AUTHORIZED COMPANY

CNPJ/MF No. 47.508.411/0001-56

NIRE 35.300.089.901

EXTRACT OF THE MINUTES OF THE MEETING OF THE BOARD OF

DIRECTORS HELD ON OCTOBER 25th, 2018

1. DATE, TIME AND PLACE: on October 25th, 2018, at 11:00 a.m., at the head offices of Companhia Brasileira de Distribuição ("Company"), at Avenida Brigadeiro Luís Antônio, No. 3.142, City and State of São Paulo.

2. CONDUCTION OF THE MEETING: Chairman: Mr. Arnaud Daniel Charles Walter Joachim Strasser; Secretary: Mrs. Ana Paula Tarossi Silva.

3. CALL TO ORDER AND ATTENDANCE: The call was duly made pursuant to paragraphs first and second of article 15 of the Company's Bylaws and articles 7 and 8 of the

Internal Regulation of the Company's Board of Directors. Were present the totality of the members of the Board of Directors, namely, Messrs. Arnaud Daniel Charles Walter Joachim Strasser, Jean-Charles Henri Naouri, Ronaldo Iabrudi dos Santos Pereira, Carlos Mario Giraldo Moreno, Eleazar de Carvalho Filho, Jose Gabriel Loaiza Herrera, Luiz Augusto de Castro Neves, Luiz Nelson Guedes de Carvalho and Manfred Heinrich Gartz.

4. AGENDA: (i) Analysis and deliberation on the quarterly information for the period ended September 30, 2018, as well as the main operating indicators for the period; (ii) Analysis and deliberation on the management proposal for the issuance of shares under the Company's stock option program and the respective capital increase; and (iii) Analysis anddeliberation, from the perspective of the Related Party Transactions Policy, on the execution of an Agreement between the Company and Greenyellow do Brasil Energia e Serviços Ltda.

for the payment of fee for the grant of guarantee by the Company in a lease agreement signed by Greenyellow.

5. RESOLUTIONS: As the meeting was commenced, Messrs. Members Board of Directors examined the items comprised in the Agenda and resolved, unanimously and without reservation, as the following:

5.1. Analysis and deliberation on the quarterly information for the period ended September 30, 2018, as well as the main operating indicators for the period: after the presentation made by Mr. Christophe Hidalgo and in accordance with the recommendation of approval made by the Audit Committee, the members of the Board of Directors resolved to approve the quarterly information for the period ended at September 30, 2018 and authorized the Company's Board of Executive Officers to take all the necessary measures for the disclosure of the quarterly information hereby approved by sending them to the Comissão de Valores Mobiliários - CVM, the Securities Exchange Commission - SEC and B3 S.A. - Brasil, Bolsa, Balcão;

5.2. Analysis and deliberation on the management proposal for the issuance of shares under the Company's stock option program and the respective capital increase: Messrs. members of

the Board of Directors discussed (i) the Company's Compensation in Stock Option Plan approved in the Special Shareholders' Meeting held on 09 May 2014 and amended at the Annual and Special Shareholders' Meeting held on 24 April 2015 ("Compensation Plan"); and (ii) The Company's Stock Option Plan approved at the Special Shareholders' Meeting held on 09 May 2014 and amended at the Annual and Special Shareholders' Meeting held on

24 April 2015 ("Stock Option Plan", collectively with the Compensation Plan, the "Plans")

and resolved:

5.2.1 As a consequence of the exercise of options pertaining to Series B2, B3, B4 and B5 of the Compensation Plan, and to Series C2, C3, C4 and C5 of the Stock Option Plan, approve, as recommended by the Financial Committee and observed the limit of the authorized capital of the Company, as provided by Article 6 of the Bylaws, the capital increase of the Company in the amount of R$ 357,417.45 (three hundred and fifty-seven thousand, four hundred and seventeen reais and forty-five centavos), by issuance of 20,616 (twenty thousand, six hundred and sixteen) preferred shares, whereas:

  • (i) 7,796 (seven thousand seven hundred and ninety-six) preferred shares, at the issuance rate of R$ 0.01 (one centavo) per share, fixed in accordance with the Compensation Plan, in the total amount of R$ 77.96 (seventy-seven reais and ninety-six centavos),

    due to the exercise of options from Series B2;

  • (ii) 700 (seven hundred) preferred shares, at the issuance rate of R$ 77,27 (seventy-seven reais and twenty-seven centavos) per share, fixed in accordance with the Stock Option

    Plan, in the total amount of R$ 54,089.00 (fifty-four thousand and eighty-nine reais), due to the exercise of options from Series C2;

(iii)3,334 (three thousand, three hundred and thirty-four) preferred shares, at the issuance

rate of R$ 0.01 (one centavo) per share, fixed in accordance with the Compensation Plan, in the total amount of R$ 33.34 (thirty-three reais and thirty-four centavos), due to the exercise of options from Series B3;

(iv)4,599 (four thousand, five hundred and ninety-nine) preferred shares, at the issuance rate of R$ 37,21 (thirty-seven reais and twenty-one centavos) per share, fixed in accordance with the Stock Option Plan, in the total amount of R$ 171,128.79 (one hundred and seventy-one thousand, one hundred and twenty-eight reais and seventy-nine centavos), due to the exercise of options from Series C3;

(v) 1,539 (one thousand, five hundred and thirty-nine) preferred shares, at the issuance rate of R$ 0.01 (one centavo) per share, fixed in accordance with the Compensation

Plan, in the total amount of R$ 15.39 (fifteen reais and thirty-nine centavos), due to the exercise of options from Series B4;

(vi)1,757 (one thousand, seven hundred and fifty-seven) preferred shares, at the issuance

rate of R$ 56.78 (fifty-six reais seventy-eight centavos) per share, fixed in accordance with the Stock Option Plan, in the total amount of R$ 99,762.46 (ninety-nine thousand, seven hundred and sixty-two reais and forty-six centavos), due to the exercise of options from Series C4;

  • (vii) 375 (three hundred and seventy-five) preferred shares, at the issuance rate of

    R$ 0.01 (one centavo) per share, fixed in accordance with the Compensation Plan, in the total amount of R$ 3.75 (three reais and seventy-five centavos), due to the exercise of options from Series B5; and

  • (viii) 516 (five hundred and sixteen) preferred shares, at the issuance rate of R$ 62.61 (sixty-two reais and sixty-one centavos) per share, fixed in accordance with the

Stock Option Plan, in the total amount of R$ 32,306.76 (thirty-two thousand, three hundred and six reais and seventy-six centavos), due to the exercise of options from

Series C5.

According to the Company's By-laws, such preferred shares hereby issued have the same characteristics and conditions and enjoy the same rights, benefits and advantages of other existing preferred shares issued by the Company, including dividends and other capital's

remuneration that may be declared by the Company.

5.2.2 Thus, the Company's capital stock shall change from the current R$ 6,823,536,621.46 (six billion, eight hundred and twenty-three million, five hundred and thirty-six thousand, six hundred and twenty-one reais and forty-six centavos) to R$ 6,823,894,038.91 (six billion, eight hundred and twenty-three million, eight hundred and ninety-four thousand and thirty-eight reais and ninety-one centavos), fully subscribed and paid for, divided into 266,819,799 (two hundred and sixty-six million, eight hundred and nineteen thousand, seven hundred and ninety-nine) shares with no par value, whereas 99,679,851 (ninety nine million, six hundred and seventy nine thousand, eight hundred and fifty one) of which are common shares and 167,139,948 (one hundred and sixty-seven million, one hundred and thirty-nine thousand, nine hundred and forty-eight) of which are preferred shares;

5.3 Analysis and deliberation, from the perspective of the Related Party Transactions Policy, on the execution of an Agreement between the Company and Greenyellow do Brasil Energia e Serviços Ltda. for the payment of fee for the grant of guarantee by the Company in a lease agreement signed by Greenyellow (Marcelo Acerbi - 10 minutes): based on the presentation made by Mr. Marcelo Acerbi, and considering the favorable recommendation of the Audit

Committee with respect to the due observance of the procedures imposed by the Company's Related Party Transactions Policy, the members of the Board of Directors resolved to approve the Companhia e Greenyellow do Brasil Energia e Serviços Ltda. ("Greenyellow") of Agreement to establish the remuneration owed to the Company by the latter in connection

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CBD - Companhia Brasileira de Distribuição published this content on 25 October 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 October 2018 22:11:09 UTC