Companhia Brasileira de Distribuicao : Minutes of the Board of Directors´ Meeting - 12/17/2018

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO PUBLICLY HELD COMPANY AND AUTHORIZED COMPANY

CNPJ/MF No. 47.508.411/0001-56

NIRE 35.300.089.901

CERTIFICATE OF THE MINUTES OF THE MEETING OF THE BOARD OF

DIRECTORS HELD ON DECEMBER 17th, 2018

1. DATE, TIME AND PLACE: on December 17th, 2018, at 10:30 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; Ad Hoc Secretary: Mrs. Aline Pacheco Pelucio.

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 realization of the fourth (4th) issuance

of commercial promissory notes of the Company, in a sole series ("Promissory Notes" and "Issuance", respectively), for public distribution with restricted efforts of distribution pursuant to the Instruction of the Securities Commission ("CVM") No. 476, dated of January 16, 2009,as amended ("Instruction CVM 476"), authorized by item I, paragraph 1 of article 1 of such rule, and CVM's Instruction No. 566 of July 31, 2015, as amended ("Instruction CVM 566"

and "Restricted Offer", respectively); and (ii) Analysis and deliberation on the granting of powers to the Board of Officers of the Company to take the necessary measures to formalize the fourth (4th) issuance of commercial promissory notes of the Company.

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 realization of the fourth (4th) issuance of commercial promissory notes of the Company, in a sole series ("Promissory Notes" and "Issuance",

respectively), for public distribution with restricted efforts of distribution pursuant to the

Instruction of the Securities Commission ("CVM") No. 476, dated of January 16, 2009, as amended ("Instruction CVM 476"), authorized by item I, paragraph 1 of article 1 of such rule, and CVM's Instruction No. 566 of July 31, 2015, as amended ("Instruction CVM 566" and

"Restricted Offer", respectively): in accordance with the favorable recommendation of the Company's Financial Committee, the Members of the Company's Board of Directors resolved to approve the fourth (fourth) public issuance of Promissory Notes, pursuant to CVM Instruction 566, for public distribution with restricted efforts according to CVM Instruction 476, with the following characteristics:

(i) Total Amount of the Issuance: R$ 800,000,000.00 (eight hundred million reais), on the Issuance Date (as defined below);

(ii) Issuance Date: For all legal effects, the date of issuance of the Promissory Notes shall be the date of their respective subscription and payment ("Issuance Date");

(iii) Number of Issuance: The Issuance corresponds to the fourth (4th) issuance of Promissory Notes of the Company;

(iv) Unit Face Value: The Promissory Notes shall have a unit face value of one million reais (R$ 1,000,000.00) on the Issuance Date ("Unit Face Value");

(v) Quantity of Promissory Notes: eight hundred (800) Promissory Notes will be issued;

• (vi) Series: the Issuance will be realized in a sole series;

• (vii) Guarantees: the Promissory Notes will not be assured by any guarantee, personal guarantees or any collaterals. The Promissory Notes will not be guaranteed by surety;

(viii) Maturity of the Promissory Notes and Expiration Date: the maturity of the

Promissory Notes shall occur within one thousand and ninety-five (1,095) days as of the Issuance Date ("Expiration Date"), except for possible Early Redemption or Early Termination (as defined below);

(ix) Form and Proof of Ownership: the Promissory Notes will be issued as deeds, and will be held in custody by Banco Bradesco S.A., the provider of custodian services for physical custody of the Promissory Notes ("Custodian"). For all legal purposes, the ownership of the Promissory Notes shall be evidenced by the possession of the deeds representing the

Promissory Notes ("Deeds"). In addition, for the Promissory Notes deposited with B3the ownership shall be evidenced by extract issued by B3 on behalf of the respective holder of thepromissory note. The Promissory Notes are nominative and will be circulated by nominal endorsement, as provided in the Deeds, of mere transfer of ownership, pursuant to article 15 of the Exhibit I of the Convention of Adoption of Uniform Law on Foreign Exchange Bills and Promissory Notes, as provided by Decree No. 57,663 of January 24, 1966. Pursuant to article 4 of Instruction CVM 566, the endorsement of the Promissory Notes is without guarantee;

(x) Allocation of Funds: The funds raised through the offering of the Promissory Notes will be used by the Company to increase the working capital and/or extend the debt profile;

(xi) Compensation: over the Unit Face Value of the Promissory Notes shall accrue interests corresponding to 105.75% (one-hundred and five integers and seventy-five hundredths percent) of the cumulative percentage variation in the average daily rates of the DI - Interbank Deposits for one day, over extra group, expressed as a percentage per year on a two-hundred and fifty-two (252) business day basis, calculated and published daily by B3 in the daily bulletin available on its websitehttp://www.b3.com.br ("DI Rate"), calculated exponentially and cumulatively, pro rata temporis from the Issuance Date until the date of effective payment ("Compensation") considering the criteria set out in the "Notebook of Formulas, Commercial Notes - CETIP21" available for consultation on the websitehttp://www.b3.com.br, determined in accordance with the formulas to be described in the Deeds;

• (xii) Monetary Adjustment: The Unit Face Value will not be subject to monetary adjustment;

• (xiii) Payment of the Unit Face Value and Compensation: The Unit Face Value and the Compensation will be paid to the holders of the Promissory Notes on the Expiration Date, ordinary or anticipated;

(xiv) Distribution Plan: The Promissory Notes will be subjected to the Restricted Offer exclusively for professional investors, as defined in article 9-A of CVM Instruction 539, dated of November 13, 2013, as amended ("Instruction CVM 539");

(xv) Allocation Scheme: The Restricted Offer will be performed under guarantee of the totality of the Promissory Notes, with the intermediation of financial institutions members of the system of bonds distribution ("Coordinators"), being one of the Coordinators the leader institution of the Restricted Offer ("Leader Coordinator");

(xvi) Allocation for Distribution, Negotiation and Electronic Custody: the Promissory Notes shall be deposited (a) for distribution in the primary market and subscribed and paid-up according to B3 S.A. - Brasil, Bolsa, Bancão, Segmento CETIP UVTM ("B3") procedures, exclusively via the 'MDA - Módulo de Distribuição de Ativo' (asset distribution module), managed and operated by B3 ("MDA"), with the distribution financially liquidated in B3; and (b) for trading in the secondary market through the 'CETIP21 - Títulos e Valores Mobiliários', managed and operated by B3, and negotiations financially liquidated at B3. Simultaneously with the liquidation, the Promissory Notes shall be electronically deposited on behalf of the holder of the the Promissory Notes in B3's Electronic Custody System. The Promissory Notes may be negotiated on regulated securities markets between qualified investors, as defined on article 9-B of Instruction CVM 539, after a 90-day term from the subscription or acquisition by a professional investor, pursuant to articles 13 and 15 of Instruction CVM 476, observing the compliance of the requirements provided on article 17 of Instruction CVM 476 by the Company. The term of 90 (ninety) days for restriction of negotiation of the Promissory Notes referred to above shall not apply to Coordinators, in the event of the exercise of a guarantee, as provided for in item II of article 13 of CVM Instruction CVM 476, provided that the following conditions are observed: (i) the