Companhia Brasileira de Distribuiçao Netherlands B : Policy of Anti-corruption

Contents

Contents	..................................................................................................................................................	1
1.	PURPOSE.......................................................................................................................................	2
2.	SCOPE............................................................................................................................................	2
3.	GLOSSARY.....................................................................................................................................	2
4.	GENERAL GUIDELINES ................................................................................................................	4
4.1. Accounting Books and Records ......................................................................................................	5
4.2. Reporting Violations of the Anti-Corruption Policy ..........................................................................	5
4.3. Assessment of Third-Party Reputational Risks...............................................................................	6
4.4. Donations to Candidates and Political Parties ................................................................................	6
4.5. Roles and responsibilities ...............................................................................................................	7
4.5.1.	Directors and Employees ........................................................................................................	7
4.5.2.	Compliance .............................................................................................................................	7
4.5.3.	Ombudsman, Internal Audit, and Investigation Areas.............................................................	8
4.5.4.	Ethics Committee ....................................................................................................................	9
4.5.5.	Legal Department....................................................................................................................	9
5.	PENALTIES.....................................................................................................................................	9
6.	REFERENCES..............................................................................................................................	10
7.	EXHIBITS ......................................................................................................................................	10

1

1. PURPOSE

Establish the general guidelines on anti-corruption practices contributing to the compliance with the requirements of the current anti-corruption law, especially Brazilian Anti-Corruption Act 12,846/13 (Anti- Corruption Law), Decree 8,420/15, the U.S. Foreign Corrupt Practices Act (FCPA), and French Law on Corruption Practices (Sapin II Law).

2. SCOPE

This Policy applies to all Employees of GPA's Areas and Business Units, and publics that relate to the Group, such as, but not limited to Third Parties, Customers, Government, and Shareholders.

3. GLOSSARY

Managers: members of the Boards of Directors, Fiscal Council, Advisory Committees, and Employees who hold statutory positions and/or those who make up GPA's Executive Board and/or hold the position of Director.

Government Agents: those who exercise, even if temporarily or with no compensation, or have exercised in the last five (5) years:

• By election, appointment, designation, hiring, civil-service examination, or any other form of investiture or relationship, office, position, job, or function in direct and indirect government entities, the Executive, Legislative, and Judicial Branches, whether the Federal Government, States, Municipalities, or the Federal District, including, but not limited to, authorities, police officers, and firefighters;
• Positions in governments or foreign diplomatic representations and international public organizations, such as, but not limited to, heads of state or government, politicians, and holders of senior government positions, among others listed in COAF Resolution 29/2017;
• Position of president or national treasurer, or equivalent position, of political parties, political representatives, and candidates for public offices in the last election (municipal, state, district, and federal).
  People related to Government Agents: the following individuals and legal entities related to Government Agents:
• • Kinship up to second degree (grandparents, parents, children, grandchildren), spouse, partner, and stepchildren;

2

• (i) Persons with whom the Government Agent has a partnership or joint ownership in companies, with or without corporate veil, act as their proxies, or have any other type of close relationship of public knowledge; (ii) persons who hold the control of companies with or without corporate veil, known for having been created for the benefit of the Government Agent;
• Companies in which the Government Agent and/or individuals related to him/her hold a direct or indirect interest, or from which they receive any type of benefit.

Investigation Areas: Ombudsman, Internal Area, Property Security, among others, responsible for investigating claims received by the Ombudsman channel.

Things of Value: any gifts, presents, entertainment, trips, money, securities, job offers, scholarships, support for research and charitable contributions, sponsorships of events, acquired or offered by Employees and Third Parties.

Employee: all employees hired by GPA companies through fixed-term, indefinite term, apprenticeship, or internship contracts.

Corruption: any action, direct or indirect, that implies a suggestion, offer, promise, concession (active) or request, demand, acceptance, or receipt (passive) of undue advantages, whether financial or not ("things of value"), to private or Government Agent, such as, but not limited to, bribes or kickback, influence peddling, and favors, in exchange for performing or omitting acts inherent to their duties, or acts that facilitate GPA's business, operations or activities, or aiming at personal benefits or advantages or advantages for Third Parties.

Managers: Employees who hold a leadership position, namely: President, Vice-Presidents, Directors, Managers, and Coordinators.

GPA: Companhia Brasileira de Distribuição and its Business Units.

Fraud: Any act performed to manipulate information, data, assets, securities, or facts, to illicitly obtain benefits, or jeopardize GPA or third parties.

Money Laundering: Concealing or hiding the nature, origin, location, arrangement, transfer, or ownership of assets, rights, or values resulting from, directly or indirectly, a criminal offense.

Ombudsman: Channel that aims at receiving and mediating solutions that are not in line with GPA's Code of Ethics and current law, such as fraud, corruption, discrimination, harassment, illegal acts, non- compliance with the internal policies or that have not been resolved by GPA's processes or channels (in proper time or quality of response), identifying, encouraging improvements in behaviors or processes, and minimizing risks, crisis, or conflicts.

3

Compliance Program: a set of mechanisms and internal procedures of integrity, audit, and encouragement to the reporting of irregularities and the effective application of GPA's Code of Ethics, policies, and guidelines, to prevent, detect, and act against frauds, irregularities, and illegal acts against GPA and Brazilian or foreign government.

Third Party: anyone who is not an employee, such as, but not limited to, suppliers, service providers, intermediaries, business partners, and subcontractors.

4. GENERAL GUIDELINES

GPA has a zero-tolerance commitment to any act of corruption, fraud, money laundering, or any type of misconduct involving its employees, third parties, business partners, and anyone involved in GPA's business.

Under Law 12,846/13, Employees and Third Parties are prohibited to:

1. Give, receive, offer, promise, or authorize undue advantage, either in cash or not, to Government Agents or third parties related to them, directly or through intermediaries;
2. Non-monetarysituations are those related to offering or receiving:
3. • Gifts, entertainment, meals, trips, and other hospitalities;
   • Contributions in services;
   • Business, employment, or investment opportunities;
   • Commercial discounts on GPA products or services;
   • Donations, sponsorships, or other corporate social investments;
   • Political Contributions to political parties, candidates, and/or their teams;
   • Assistance or support to relatives and friends;
   • Other benefits or advantages, personal or professional.
4. Finance, fund, sponsor, or get involved, directly or indirectly, in the practice of illegal acts provided for in the applicable legislation;

4

1. Use an individual or legal entity as an intermediary to hide or dissimulate real interests or the identity of the beneficiaries of the acts performed;
2. Hinder investigation or inspection activities of agencies, entities, or Government Agents, or intervene in their activities, including under regulatory agencies and inspection bodies of the national financial system;
3. Manipulate or defraud public bidding or contracts executed with the government;
4. Give, offer, promise, or authorize "facilitation payments", i.e. small amounts paid to a Government
   Agent, which are not required or provided for in law or regulation, to start or speed up a process or procedure that is the responsibility of a Government Agent.

If you have any questions about the contents of this Policy and/or its application, contact the

Compliance area through [e-mail].

1. 4.1. Accounting Books and Records

2. GPA areas must maintain internal controls to ensure that the assets, tangible and intangible, of its companies, are being used under the internal rules and/or market regulations.
3. All transactions should only be performed with due approvals and recorded with accuracy and transparency, documented with sufficient level of details that accurately and faithfully reflect the transactions and arranging of assets.
4. Records and entries must be accurate, reliable, and detailed. Falsifying or manipulating any accounting, financial, or other document is not permitted, and will not be tolerated.

It is prohibited to pay any amount on behalf of GPA to Third Parties without adequate supporting documentation, nor with the intention or knowledge that all or part of the payment will be used for purposes other than those described in the documentation supporting the payment.

4.2. Reporting Violations of the Anti-Corruption Policy

5