Companhia Brasileira de Distribuiçao Netherlands B : Executive Board

INTERN RULES OF THE EXECUTIVE BOARD

INTERNAL RULES OF THE BOARD OF COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Chapter I

General Objectives

Article 1: The purpose of this Internal Regulation ("Regiment") is to establish the general rules relating to the functioning, structure, organization, duties and responsibilities of the Executive Board of Companhia Brasileira de Distribuição ("Company"), for the purpose of performing its duties as established in Law 6,404 / 76, in the regulations issued by the Brazilian Securities and Exchange Commission ("CVM"), in the listing regulations of B3 SA - Bolsa, Brasil, Balcão ("B3") and in the Bylaws.

Paragraph 1: These Regulations apply to the Company and its wholly-owned subsidiaries.

Chapter II Composition and Operation

Article 2: The Executive Board will be composed of a minimum of 2 (two) and a maximum of 14 (fourteen) members, shareholders or not, resident in the country, elected and dismissed by the Board of Directors, with 1 (one) necessarily appointed for the position of Chief Executive Officer and 1 (one) necessarily appointed for the position of Investor Relations Officer and the other Vice-Presidents and Officers.

Paragraph 1: The term of office of the members of the Executive Board is 2 (two) years, with reelection permitted.

Paragraph 2: The Officers will be invested in their positions by signing the term of investiture, which must include their submission to the arbitration clause provided for in the Bylaws.

Paragraph 3: The term of office of the members of the Executive Board of the Company will extend until the investiture of the respective successors.

Article 3: In cases of vacancy, absence, leave, impediment or temporary or permanent leave, the Directors will be replaced as follows:

1. in case of absence or temporary impediment of the Chief Executive Officer, he will designate a person to replace him and, in case of vacancy, the Board of Directors must elect a replacement within 30 (thirty) days, which will complete the mandate of the replaced CEO;

1. in case of absence or temporary impediment of the other Officers, they will be replaced by the Chief Executive Officer and, in case of vacancy, the Board of Directors must elect a replacement within 30 (thirty) days, which will complete the term of the Officer substituted.

Article 4: The Officers are responsible for exercising the general functions described in the Bylaws and those attributed to them by the Board of Directors, maintaining mutual collaboration and helping each other in the exercise of their positions and functions. The specific attributions and names of each of the Officers will be defined by the Board of Directors.

Paragraph 1: The Chief Executive Officer will be responsible for:

1. call, install and preside over the Executive Board meetings;

1. organize and coordinate, with the collaboration of the Secretary of the Executive Board, if applicable, the agenda of the meetings, after hearing the other directors;

1. ensure that the directors receive complete and timely information on the items on the agenda of the meetings;

IV) represent the Executive Board in its relationship with the Board of Directors and the Special Committees, signing, when necessary, the correspondence, invitations and reports addressed to them, without prejudice to the direct relationship of the officers with the referred bodies;

1. ensure the effectiveness and good performance of the Executive Board;

VI) to propose to the Executive Board the appointment of an executive secretary, pursuant to article 5 below; and

VII) comply with and enforce this Regulation.

Article 5: The Executive Board may elect an Executive Secretary. Among other matters that may be defined by the Executive Board when the Executive Secretary is elected, the Executive Secretary will be responsible, under the supervision of the Chief Executive Officer:

1. to organize the requests of the directors regarding the agenda of the matters to be dealt with in the meetings of the Executive Board and submit them to the Chief Executive Officer, or, in the case of absence or impediment of the Chief Executive Officer, to the person responsible for calling the meeting of the Executive Board, observing the terms of these Rules, for later distribution;

1. upon request of the Chief Executive Officer or the majority of the Executive Officers in office, arrange for the announcement of the summons to be sent to the Executive Board meetings, informing the officers - and any participants - of the place, date, time and agenda, and to do so, observe the requirements established in Article 7 of these Rules;

1. to coordinate, with the responsible bodies or persons of the Company, so that requests for materials, information and other inquiries made by the executive officers regarding the matters and matters within the Executive Board's competence are met;

IV) to act as secretary to the meetings, prepare and draw up the respective minutes and other documents in the proper book and collect the signatures of all the directors who participated in it, in addition to consigning the attendance of any invited guests;

1. to coordinate the filing of the minutes and resolutions taken by the Board of Directors in Organs competent bodies and their publication in the official press body and in a widely circulated newspaper, if applicable; and

VI) issue certificates, statements and attest, before any third parties, for the proper purposes, the authenticity of the decisions taken by the Executive Board.

Chapter III

Board Meetings

Article 6: The Board of Directors will meet, ordinarily, at least once a month and, extraordinarily, at any time, whenever necessary.

Sole Paragraph: The meetings will be called by the Chief Executive Officer, or even by half of the acting Officers.

Article 7: The meetings will be called as follows:

1. at least 7 (seven) days prior to the date of each meeting for the first call, and at least [2 (two)] days in advance, on the second call;

1. by electronic means, fax or letter;

1. with an indication of the agenda, date, time and place;
   IV) with the agenda of the meeting and with copies of any proposal and all relevant documents for the deliberation of the matters included in the agenda.

Article 8: The minimum quorum for the installation of Executive Board meetings is at least 1/3 (one third) of its acting members.

Sole Paragraph: The presence of all the Officers, or the prior agreement of the absent Officers, will allow the meetings of the Officers to be held regardless of convocation or other formalities provided for in Article 7 of these Rules.

Article 9: The meetings of the Executive Board will be chaired by its President and in his absence, by any of the Directors present, chosen by the majority of those present at the meeting.

Paragraph 1: The Executive Board's resolutions will be taken by a majority vote of those present. In the event of a tie in the deliberations of matters subject to the approval of the Executive Board, such matter shall be submitted to the approval of the Board of Directors.

Paragraph 2: The Directors may participate in the Executive Board's meetings by means of a conference call, videoconference or by any other means of electronic communication, which allows the identification of the Director and simultaneous communication with all other persons present at the meeting. In this case, the Directors will be considered present at the meeting and must sign the corresponding minutes later.

Article 10: The Executive Board may invite members of the Committees, internal and external employees of the Company to participate in its meetings, as well as any other persons who have relevant information or whose subjects, contained in the agenda, are relevant to their area of activity.

Article 11: All decisions of the Executive Board will be included in the minutes drawn up in the respective minutes book of the Executive Board, which must be signed by all members present at the respective meeting.

Article 12: A member of the Board of Directors who does not consider himself sufficiently informed about a matter may request a view of the relevant documents or postponement of the discussion, regardless of whether the voting on that matter has started or not, and the hypothesis of postponement shall be deliberated by the majority of the members present.

Sole Paragraph: The term of view will be granted until, at most, the following meeting.

Chapter IV

Competencies, Duties and Responsibilities