Companhia Brasileira de Distribuiçao Netherlands B : Audit Committee

INTERNAL REGULATION OF

THE AUDIT COMMITTEE

INTERNAL REGULATION OF THE AUDIT COMMITTEE

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Article 1: The Auditing Committee ("Committee" or "Audit Committee") is a is a permanent advisory body directly bound to the Board of Directors (as described in Article 21 of the Company's Bylaws), subject to the applicable laws and regulations, especially by the Brazilian Securities and Exchange Commission ("CVM") Ruling No. 308 of May 14, 1999, as amended, by the provisions of the Bylaws of the corporation known as "Companhia Brasileira de Distribuição" (hereinafter, the "Company"), by the standards governing the sol-called Novo Mercado (Novo Mercado: 2018 Listing Rules for the New Brazilian Stock Exchange Market, called B3) currently in force, and also by this charter or Internal Regulation (the "Regulation").

Article 2: The Committee acts independently of the Company's Board of Executive Officers, having autonomy to operate and also its own budget approved by the Board of Directors every year, intended to cover operating expenses.

Article 3: The members of the Audit Committee shall be elected by the Board of Directors for a term in office of two (2) years, and their terms in office can be renewed for successive periods, subject to the maximum term of ten (10) years, subject to the rules of the rules of CVM, the Company's Bylaws and this Internal Regulation.

Article 4: The Committee shall be composed of a minimum of 3 (three) and a maximum of 5 (five) members, of which (i) a minimum of 2 (two) shall be external ("External Members"), (ii) at least 1 (one) member must be an independent member of the Company's Board of Directors, according to the definition of independency set forth in the Novo Mercado Regulation, and (iii) at least 1 (one) of the Committee members must have recognized experience in corporate accounting matters, pursuant to CVM regulations and the so-called 'Novo Mercado' Rules (Novo Mercado: 2018 Listing Rules for the New Brazilian Stock Exchange Market, called B3) (hereinafter called "Expert"), and the same member may accumulate the functions of External Member or independent member and Expert.

Paragraph 1:The External Members of the Auditing Committee shall meet the requirements of independence as set out in the standards of CVM and the Company's Bylaws. In this sense, in order to fulfill the requirement of independence, the External Members of the Committee:

1. cannot be, or have been, in the last five (5) years:
2. 1. an executive officer or employee of the Company or of a controlling company thereof, a subsidiary thereof, an affiliate or partnership in joint control, whether directly or indirectly; or
   2. partner, technical manager or member of the Company's independent auditors' work team; and
3. cannot be a spouse, a relative in straight or collateral line to the third degree, and by affinity to the second degree, of the persons mentioned in items "i" and "ii" of letter "a" above; and
4. cannot be members of the Board of Directors of the Company or its subsidiaries.

Paragraph 2:A member's position in this Committee cannot be delegated, and such position must be performed observing the principles of loyalty and diligence, as well as avoiding any disputes that could affect the interests of the Company and its shareholders.

Paragraph 3:Committee members shall keep an unbiased and skeptical attitude in carrying out their activities and, above all, concerning the estimates contained in the financial statements and the Company's management.

Paragraph 4:The Committee can be composed of people who, in addition to the legal and regulatory requirements, as well as those requirements set forth in the Company's Bylaws, meet the following conditions:

1. are not Executive Officers of the Company, its subsidiaries, controlling company, affiliates or companies in joint control, whether directly or indirectly; and
2. have knowledge or experience in auditing, controls, accounting, taxation, or the rules applicable to public companies, with regard to the proper preparation of their financial statements;
3. have unblemished reputation and knowledge of how the markets in which the Company and/or its subsidiaries operate; and
4. cannot hold any position in any company that may be considered a competitor of the Company or its subsidiaries, and he/she cannot have, or represent, any conflicting interests with the Company or with its subsidiaries.

Paragraph 5:In order to meet the requirement of recognized experience in corporate accounting as provided for in the caption of this Article, the Committee member must have:

1. knowledge of the generally accepted accounting principles and also of financial statements;
2. skills to assess the application of such principles in relation to the key accounting estimates;
3. experience in preparing, auditing, analyzing, or evaluating financial statements that have level of coverage and complexity comparable to the ones existing in the Company;
4. educational background consistent with the corporate accounting knowledge required for the Committee activities; and
5. knowledge of internal controls and corporate accounting procedures.

Paragraph 6:The compliance with the requirements set out in Paragraph 5 above shall be supported by documents filed at the Company's headquarters, which will be available to the CVM for a period of five (5) years from the last day of the corresponding member's term of office in the Committee.

Paragraph 7:The members of the Audit Committee must comply with the requirements set forth in Article 147 of Brazilian Law 6,404 of December 15, 1976 (the Brazilian Corporations Act), and they will be invested with their offices in the Committee by undersigning the corresponding Investiture Term, which will set forth the requirements to be met to hold every position.

Article 5: Having held office for any period, the Auditing Committee members who have left the Committee shall be able to join the Committee again only after a period of at least three (3) years from the end of their corresponding terms in office.

Article 6: Throughout their terms of office, the Committee members may be replaced only in the cases provided for in the Company's Bylaws, and in case of a vacancy in the Committee, the Board of Directors shall elect the corresponding substitute, who shall complete the term of office of the replaced member. In case of any vacancy, the Chairman of the Committee or, in his/her absence, any other member of the Committee, shall request to the Chairman of the Board of Directors to convene a Board of Directors meeting within up to seven (7) days from the date such vacancy is noticed, so that a new Committee

member is elected to finish the term of office of such member whose position has become vacant.

Paragraph 1:In case of a temporary inability of any Committee member, and in case there is the need for urgent deliberation, the Board of Directors shall appoint a third party to replace him/her during the period of such inability which may not exceed thirty (30) days, after which the heading of this Article 7 shall apply.

Paragraph 2:The substitute of the temporarily unable member under Paragraph 1 hereinabove shall meet all the requirements of the laws, the CVM standards, the Company's Bylaws and this Charter as regards the eligibility criteria for Committee members.

Paragraph 3:The temporary inability period will be considered for purposes of calculating the term of ten (10) years referred to in Article 4.

Paragraph 4:The replacement of any Committee member shall be reported to the CVM within 10 (ten) days of the corresponding replacement.

Article 7: The Board of Directors shall elect, from among the members of the Committee, a Chairman, who will be responsible for representing, organizing, and coordinating the Committee activities.

Paragraph 1.:The Chairman of the Committee will be responsible for:

1. calling, subject to the provisions of Article 8 hereinbelow, establishing, and presiding over the Committee meetings;
2. representing the Committee in its relationship with the Board of Directors, the Company's Executive Officers, and the Company's internal and external auditors, internal bodies and committees, undersigning, whenever necessary, letters, invitations and reports forwarded to them;
3. inviting, on behalf of the Committee, any participants to Committee meetings; and
4. complying with this Charter and enforcing that all other Committee members also comply with it.

Paragraph 2:In the event of absence or temporary inability of the Chairman, he/she may be replaced by another member appointed by him/her.