Companhia Brasileira de Distribuiçao Netherlands B : Policy of Consequences and Disciplinary Measures

POLICY OF CONSEQUENCES AND DISCIPLINARY MEASURES OF THE COMPANY "COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO"

1. PURPOSE

Establishing guidelines to apply Disciplinary Measures and Dismissals as a consequence for Associates of GPA's Business Units who fail to comply with applicable legislation, the GPA Code of Ethics, and Internal Policies.

2. SCOPE

This policy will be applicable to all GPA's Associates (i.e., the Corporation, Multivarejo, and GPA Malls) and Assaí, except Éxito, which must have its own policy on these matters.

3. DEFINITIONS

Investigations Area: this is the Company's internal area responsible for investigating all events to ascertain the facts and make sure that there is an actual connection between the Associate and the result of the identified action/misconduct, and these functions may be performed by the areas of Internal Audit, Security, loss prevention, or Ombudsman. The Investigations Area will be determined according to the Ombudsman's responsibility matrix.

Associate: this reference includes executives directors, directors, managers and employees of GPA and their business units, affiliates and subsidiaries.

Corporate Ethics Committee: a collegial body responsible for managing the GPA's Code of Ethics, ensuring that it is known to all associates and stakeholders and persons having a relationship with GPA, as well as ensuring that such Code of Ethics is efficient and effective.

Misconduct: any action taken by an Associate and/or that has involved the involvement of such Associate and that means any non-compliance with the current legislation and/or the Company's Internal Policies. Every Misconduct is subdivided into 2 modalities: disciplinary and serious.

∙A Disciplinary Misconduct will be characterized by situations involving

working hours, noncompliance of Internal Policies and ordinary situations, provided, however, that there is NO practice of fraud or inappropriate advantage for the Associate him/herself or for Third Parties and such Associate DOES NOT HAVE a significant disciplinary history.

∙A Serious Misconduct will occour in situations (i) that characterize

Disciplinary Misconduct, as long as it results from the practice of fraud or inappropriate advantage for

the Associate him/herself or for Third Parties, or when such Associate has a significant disciplinary history;

1. involving any topics in which THERE IS any fraud and/or inappropriate advantage for the Associate him/herself or for Third Parties, harassment (whether moral and/or sexual) and other breaches of the Code of Ethics, regardless of the existence or not of Disciplinary History, according to the Ombudsman's matrix.

Consequences: these may be dismissals, disciplinary measures or restrictions for promotion, salary increases and changes of position/transfers at the involved Associate's request, as assessed by the HR/Management of People area.

Dismissals: mode to terminate the employment contract that may take place when a Serious Misconduct is characterized. It may take place for cause or without cause.

Manager and Superior: those ones responsible for the mediate and immediate management of the Associate(s) suspected of performing any conduct that constitutes a breach of general legislation, internal procedures or the Code of Ethics, and who will be responsible for enforcing possible consequential penalties.

Disciplinary History: set of warnings and suspensions that an Associate has already received within a period of up one (01) year, counted retroactively to the date of any identified Misconduct or the date that the Company became aware of the facts. The definition of a "significant" Disciplinary History may vary according to the peculiarities and how serious are the particular case that will be investigated.

Disciplinary Measures: may be the following modalities: verbal or writing reprimand, and suspension.

Ombudsman: a channel aimed at mediating solutions that are in disarray with the Business Codes of Ethics and Conduct and related laws in force, such as fraud, corruption, discrimination, harassment, illegal acts, noncompliance with internal Policies or that have not been solved by any other processes or channels (within a suitable time of response or under a suitable quality) of the GPA group, identifying, encouraging improvements in behaviors or processes and minimizing risks, crises or conflicts.

Internal Policies: standards, policies, procedures, and any other internal documents that reflect the internal rules set forth by the Corporation and GPA's Business Units.

Investigation Report: a document prepared by any of the Investigations Areas including all information/details on Serious Misconduct, including and detailing all identified pieces of evidence proving the connection between such misconduct with the investigated Associate and/or Third Party or Third Parties being investigated.

Third Party: every individual who is not an Associate, such as, but not limited to, suppliers, service providers, intermediary agents, business partners and subcontractors.

4. RESPONSIBLE AREAS, ROLES AND RESPONSIBILITIES

The following areas are responsible for this Policy: Ethics Committee, Ombudsman, Legal, HR / NAG and Personnel People Management, Compliance, Property Security, and Internal Audit.

Responsible Area

Roles and responsibilities

Ensuring compliance with GPA's Code of Ethics; setting forth guidelines

Ethics Committee connected to situations ormatters of the GPA Code of Ethics, aiming at setting behavior standards and enforcement of sanctions.

Ombudsman's Office

Receiving reports and whistle-blowing of events and sending them to the investigations areas; intervening in solutions to events of violation whether of the Code of Ethics, the legislation in force, and Internal Policies; reporting indicators to the Ethics Committee; investigating events connected to harassment (moral and/or sexual) and inappropriate behavior.

Receiving reports from the Ombudsman and Investigations Areas; Legal, Labor Law area verifying risks and recommending disciplinary measures and dismissals

to be enforced, whether for cause or without cause.

Verifying and considering Associates' Disciplinary History in assessing their merit, promotions, and change of position/transfer of locations or

HR, People Management areas at the Associate's request.

Enforcing the consequences provided for in this Policy whenever requested.

Receiving indicators and requesting information about events and

mpliance investigation results; suggesting updating and improvement of internal policies; communication and training; reporting tothe Ethics Committee.

Investigating complaints and whistle-blowing received from the Property Security / Loss Ombudsman's office connected to its area of activity, especially involving

Prevention the loss of Company's assets (the Ombudsman's matrix determines the details of the topics)

Internal Auditors

Investigating complaints and whistle-blowing received from the Ombudsman's office connected to its area of activity, especially financial fraud and conflict of interests (the Ombudsman's matrix determines the details of the topics)

5. SPECIFIC GUIDELINES

All GPA's Associates must comply with applicable Laws and Regulations in force in Brazil, as well as GPA's principles and values, the Code of Ethics guidelines, and Internal Policies. GPA does not tolerate noncompliance with laws and internal rules and will act with rigor to enforce the applicable consequences as set forth by GPA's Ethics Committee. The applicable consequences are the following:

o	Disciplinary Measures
o	Dismissals

In addition, when assessing Associates to be granted some merit, promotion, or change of position/ transfers at the request of the Associate, the HR People Management area should consider the Associate's Disciplinary History, registered with the Ombudsman and/or on the ADP system.

Every Misconduct must be reported by the Manager immediately so that appropriate measures can be taken.

∙In the event of any Disciplinary Misconduct identified by the Manager

involving his or her team, the Manager shall enforce any disciplinary measures that may be appropriate or contact NAG if any question may arise.

Effective
by:	∙	If it is a Serious Minsconduct, the Manager must open a call on the My Portal system
August	to start addressing the situation.