COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

PUBLICLY HELD COMPANY WITH AUTHORISED CAPITAL

CNPJ/MF nº 47.508.411/0001‐56

NIRE 35.300.089.901

EXTRACT FROM MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON THE 12^TH OF DECEMBER 2012

1.            DATE, TIME AND PLACE: On the 12^th of December, 2012, at 11:00 a.m., at the registered offices of Companhia Brasileira de Distribuição (the “Company”), at Avenida Brigadeiro Luís Antônio, No. 3.142, city and state of São Paulo.

2.            CONDUCTION OF THE MEETING: Chairman: Abilio dos Santos Diniz; Secretary: Julian Fonseca Peña Chediak.

3.            CALL TO ORDER AND ATTENDANCE: The meeting was duly called pursuant to article 15 of the Company’s Charter. All Board members were present. 

4.            AGENDA: Consider, for subsequent recommendation to the Company’s General Meeting, a corporate reorganization involving the Company and some of its subsidiaries. 

5.            RESOLUTIONS: As the meeting was commenced, the Board members discussed the issues comprised in the agenda and approved the following resolutions:

5.1.        Approve the corporate restructuring of Grupo Pão de Açúcar (“GPA Corporate Restructuring”), comprising the Company, Sendas Distribuidora S.A. (“Sendas”), Barcelona Comércio Varejista e Atacadista S.A. (“Barcelona”), Sé Supermercados Ltda. (“Sé”) and Novasoc Comercial Ltda. (“Novasoc”), in accordance with the following documents and premises:

(i)                  Protocol and Justification Instrument (Instrumento Particular de Protocolo e Justificação) for the Partial and Selective Spin-out of Sendas Distribuidora S.A., followed by the Merger of the Spin-out Assets with the Company, executed on 26/11/2012 (Schedule I); 

1

(ii)                Protocol and Justification Instrument for the Partial Spin-out of Barcelona Comércio Varejista e Atacadista S.A., followed by the Merger of the Spin-out Assets with Sendas Distribuidora S.A., executed on 27/11/2012 (Schedule II); 

(iii)               The exchange of equity holdings to be executed between the Company and Novasoc, through which the Company will transfer to Novasoc 4,524,544 preference shares issued by Barcelona, and will receive, as consideration, 99,680,669 quotas issued by Sé; and

(iv)              Protocol and Justification Instrument for the Partial Spin-out of Sé Supermercados Ltda., followed by the Merger of the Spin-out Assets with the Company, executed on 28/11/2012 (Schedule III). 

5.2.        Approve that the Chairman of the Board of Directors take all measures, along with the Company’s management, to call a general shareholders meeting of the Company to take place on the 28^th of December, 2012, which agenda shall be to resolve, following the recommendation by this Board, on the GPA Corporate Restructuring, in accordance with the aforesaid.

6.            APPROVAL AND SUBMISSION OF MINUTES: Having nothing to discuss further, the proceedings were adjourned and these minutes were prepared. Once the proceedings were resumed, these minutes were read and approved, all the attending Board members having signed them. São Paulo, 12^th of December, 2012. Signatures: Chairman – Abilio dos Santos Diniz; Secretary – Julian Fonseca Peña Chediak. Abilio dos Santos Diniz, Pedro Paulo Falleiros dos Santos Diniz, Geyze Marchesi Diniz, Jean‐Charles Henri Naouri, Antoine Marie Remi Lazars Giscard d’Estaing, Jean Louis Bourgier, Eleazar de Carvalho Filho, Roberto Oliveira de Lima, Luiz Augusto de Castro Neves, Pedro Henrique Chermont de Miranda, Guilherme Affonso Ferreira, Cândido Botelho Bracher, Fábio Schvartsman, Arnaud Strasser and Ulisses Kameyama. I certify, for due purposes, that this is an extract from the minutes registered with the relevant book, in accordance with section 130, paragraph 3 of Law No. 6.404/76 as amended.

Julian Fonseca Peña Chediak

Secretary

2