Companhia Brasileira de Distribuiçao : AGDEB - Minutes

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

CNPJ/ME No. 47.508.411/0001-56

MINUTES OF THE GENERAL MEETING OF DEBENTURE HOLDERS OF THE SIXTEENTH (16th) ISSUE OF ORDINARY DEBENTURES, NOT CONVERTIBLE INTO SHARES, UNSECURED, IN TWO SERIES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED EFFORTS OF THE COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, HELD ON NOVEMBER 19, 2020

1. Date, Time and Place: Held on November 19, 2020, at 11:00 a.m., exclusively digital and remote via online videoconferencing, through the Cisco WebEx Events platform, a system that allows the identification of the members in attendance and their respective votes, pursuant to the provisions of Normative Instruction No. 81, of June 10, 2020, from the Ministry of Economy/Special Secretariat for Debureaucratization, Management and Digital Government/Digital Government Secretariat/National Department of Business Registration and Integration ("IN 81") and in the Securities and Exchange Commission ("CVM") Instruction No. 625 of May 14, 2020 ("ICVM 625"), and the link to access the meeting was sent to the Debenture holders, coordinated by Companhia Brasileira de Distribuição, located in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Luiz Antônio, No. 3.142, Jardim Paulista, CEP 01402-000 ("Company or Issuer").
2. Call:The call was made through the First Notice of Meeting, published on November 04, 05 and 06, 2020 in the "State Gazette of São Paulo", respectively, on pages 27, 20 and 19 and in the newspaper "Folha de São Paulo", respectively, on pages A-18,A-19 and A-19, and made available on the Company's website (http://www.gpari.com.br), pursuant to clause 7.2.1 of the Indenture (as defined below) and article 124 of Law 6,404, of December 15, 1976 ("Brazilian Corporation Law").
3. Attendance: The debenture holders of ninety-six point sixty-four percent (96.64%) of the outstanding Debentures of the Sixteenth (16th) Issue of Ordinary Debentures, Not Convertible into Shares, Unsecured, in Two Series, for Public Distribution with Restricted Efforts of the Company ("Debenture Holders", "Debentures" and "Issue", respectively) were in attendance, whose "Indenture of the Sixteenth (16th) Issue of Ordinary Debentures, Not Convertible into Shares, Unsecured, in Two Series, for Public Distribution with Restricted Efforts of Companhia Brasileira de Distribuição", was entered into on August 23, 2018, between the Company and Pentágono S.A. Distribuidora de Titulos e Valores Mobiliários, as Trustee of the Issue ("Trustee"), according to the attendance record by sending an absentee ballot and by the remote electronic voting systems, under the ICVM 625, (according to the attendance list

comprising Annex I). The Trustee's representatives and the Company's legal representatives were also in attendance.

1. Board: The Trustee's representative proposed to those in attendance the election of the Chairman and the Secretary of the General Meeting of Debenture Holders to, among other things, draw up these minutes, and elect Mr. Frederico Augusto Alonso as Chairman, and Mr. Marcelo Acerbi de Almeida as Secretary.
2. Agenda: Examine, discuss and resolve on the following items on the Agenda:

1. Prior approval on the non-configuration of the Debentures early maturity hypothesis, under clause 4.12.1, item "(xi)" of the "Indenture of the Sixteenth (16th) Issue of Ordinary Debentures, Not Convertible into Shares, Unsecured, in Two Series, for Public Distribution with Restricted Efforts of Companhia Brasileira de Distribuição" ("Indenture") due to the partial spin-off of the Company and its wholly-owned subsidiary Sendas Distribuidora S.A. ("Sendas"), as described in the Company's relevant fact published on September 9, 2020 ("Operation");
2. approve the increase in the Debentures rates of compensation, provided in Clauses 4.10.1, 4.10.1.5, 4.10.2 and 4.10.2.5 of the Indenture, in accordance with the wording proposed for the amendment to the Indenture, in effect from the third business day after the respective Debenture Holders' decision until the Debentures Maturity Date, according to the wording proposed for the amendment to the Indenture, to be made available to the debenture holders on the Company's website and which, if approved, will be incorporated in the amendment to the Indenture;
3. authorize the Debentures Compensation payment on the third business day after the respective Debenture Holders' resolution, thus, amending Clauses 4.10.1.2 and 4.10.2.2 of the Indenture;
4. approve: (a) amendment of item "(xi)" of Clause 4.12.1 of the Indenture to provide for the authorization granted by the Debenture Holders regarding the Transaction; (b) amendment of item "(xv)" of Clause 4.12.1 of the Indenture to highlight that the Transaction falls within the transfer hypotheses permitted therein; and (c) amendment of item "(xvii)" of Clause 4.12.1 of the Indenture to maintain the early maturity hypothesis in case of dividends distribution and/or payment of interest on the stockholders' equity assigned as dividends, according to the wording proposed for the amendment to the Indenture to be made available to debenture holders on the

Company's website and which, if approved, will be incorporated in the amendment to the Indenture;

1. authorize the Company, together with the Trustee, to execute all applicable documents, as from the date of the General Meeting of Debenture Holders, to reflect the content of the resolutions passed in the Agenda.

1. Draw up of the Minutes: Authorized the drawing up of the minutes of the General Meeting of Debenture Holders in summary form.
2. Holding of the Meeting: The meeting was held after the Secretary verified the quorum and call requirements, as well as the proxy of the Debenture Holder's representatives in attendance, and after the Chairman started the Meeting, the Agenda was read.
3. Resolutions: The meeting was validly held and after discussion of the matter, the Debenture Holders representing ninety-six-pointsixty-four percent (96.64%) of the Debentures issued and outstanding, fully approved, without reservations or any restrictions:

1. Holders representing ninety-six point sixty-four percent (96.64%) of the outstanding Debentures, equivalent to one million, one hundred and fifty-nine thousand, six hundred twenty nine (1,159,629) Debentures, without registration of dissenting votes or abstentions, for the prior authorization on the non-configuration of the Debentures early maturity hypothesis, pursuant to clause 4.12.1 item "(xi)" of the Indenture, due to the partial spin-off of the Company and its wholly-owned subsidiary Sendas, as described in the Company's relevant fact published on September 9, 2020;
2. Holders representing ninety-six point sixty-four percent (96.64%) of the outstanding Debentures, equivalent to one million, one hundred and fifty-nine thousand, six hundred and twenty nine (1,159,629) of the outstanding Debentures, without registration of dissenting votes or abstentions, approved the increase in the Debentures rates of compensation, provided in Clauses 4.10.1, 4.10.1.5., 4.10.2 and 4.10.2.5 of the Indenture, in effect from the third business day after the respective Debenture Holders' resolution until the Debentures Maturity Date. Thus, the amended Clauses will come into force with the following wording:

"4.10.1 The Unit Par Value or the Unit Par Value balance, as the case may be, of the First Series Debentures will not be subject to adjustment for inflation. From the Date of First Subscription and Payment until November 23, 2020 (inclusive)

the First Series Debentures will receive a compensation corresponding to one hundred and six percent (106%) of the average daily rates accumulated variation of the DI - Interbank Deposits of a day, "over extra group", base two hundred and fifty-two (252) Business Days, calculated and published daily by B3, in the daily newsletter available on its website (http://www.b3.com.br) ("DI Rate"), levied on the Unit Par Value or on the respective Unit Par Value balance, as the case may be, and paid at the end of each Capitalization Period of the First Series Debentures. And, as of November 24, 2020 (inclusive), the First Series Debentures will receive a compensation corresponding to one hundred and sixty- two points seventy-one percent (162.71%) of the DI Rate accumulated variation, levied on the Unit Par Value or on the respective Unit Par Value balance, as the case may be, and paid at the end of each Capitalization Period of the First Series Debentures, as defined in Clause 4.10.3 below, according to the formula indicated in Clause 4.10.1.5 below ("First Series Compensation")."

(...)

"4.10.1.5 The First Series Compensation shall be calculated according to the following formula:

J = VNe x (DI Factor - 1)

where:

J: interest unit value due at the end of each Capitalization Period of the First Series Debentures, calculated to eight (8) decimal places without rounding;

VNe:Unit Par Value or the respective Unit Par Value balance, as the case may be, informed/calculated to eight (8) decimal places, without rounding;

DI Factor: Product of DI Rates using the percentage applied from the start date of each Capitalization Period of the First Series Debentures, including, up to the calculation date, exclusive, calculated to eight (8) decimal places, with rounding, calculated as follows:

n DI

Fator DI = ∏ [1 + ( TDI k × p )]

1. =1

where:

nDI: Total number of DI Rates, "nDI" being an interger;