COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

CNPJ/MF Nº 47.508.411/0001-56 - NIRE 35.300.089.901

GENERAL MEETING PARTICIPATION MANUAL AND MANAGEMENT PROPOSAL

EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING

DATE: 22 DECEMBER 2015

TIME: 11 AM

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Authorized Capital Publicly-Held Company

Corporate Taxpayer’s No. (CNPJ/MF): 47.508.411/0001-56
NIRE: 35.300.089.901

CALL NOTICE
EXTRAORDINARY SHAREHOLDERS’ MEETING

TO BE HELD ON 22 DECEMBER 2015

The shareholders of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly held company, with head offices in the City of São Paulo, State of São Paulo, at Av. Brigadeiro Luis Antônio, No. 3,142, CEP 01402-901, registered with the Board of Trade under NIRE 35.300.089.901 and enrolled with the CNPJ/MF under No. 47.508.411/0001-56, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”) as a publicly-held company category “A” under code 14826 (“Company”), in accordance with article 124 of Law No. 6,404 of December 15, 1976, as amended (“Brazilian Corporate Law”) and articles 3^rd and 5^th of CVM Ruling No. 481, of December 17, 2009, as amended (“CVM Ruling 481”), are convened to meet at the Extraordinary Shareholders’ Meeting (“Shareholders’ Meeting”) to be held at 11:00 am on December 22, 2015 at the Company’s head office, in order to decide on the following agenda:

(i)            approve the merger into the Company of part of the spun-off assets of Nova Pontocom Comércio Eletrônico S.A. (“Nova Pontocom”), in accordance with the terms and conditions described in the “Spin-Off Protocol and Justification of Nova Pontocom Comércio Eletrônico S.A.”, executed among the management of the companies involved, assuming that the total and disproportional spin-off of Nova Pontocom will be approved and completed;

(ii)         ratify the appointment of Magalhães Andrade S/S Auditores Independentes, enrolled with the Regional Accounting Council of the State of São Paulo, under No. 2SP000233/O-3 and with the CNPJ/MF under No. 62.657.242/0001-00, with head offices in the City of São Paulo, State of São Paulo, at Av. Brigadeiro Faria Lima, No. 1,893, 6^th floor, Jardim Paulistano (“Magalhães Andrade”), as the expert company responsible for the elaboration of the appraisal report of Nova Pontocom’s spun-off assets and of the spun-off assets to be spun-off and merged into the Company, at the base date of September 30, 2015 (“Spin-Off Appraisal Report”);

(iii)        approve the Spin-Off Appraisal Report;

(iv)        approve the merger into the Company of its subsidiary, Sé Supermercados Ltda. (“Sé”), in the terms and conditions described in the “Merger Protocol and Justification of Sé Supermercados Ltda.”, executed by the management of the Company and Sé (“Merger”);

(v)          ratify the appointment of Magalhães Andrade as the expert company responsible for the elaboration of the appraisal report of the net equity of Sé to be merged into the Company, on the base date of September 30, 2015 (“Merger Appraisal Report”);

(vi)        approve the Merger Appraisal Report;

(vii)        if the abovementioned matters are approved, authorize the management of the Company to take all necessary actions in order to carry out the resolutions proposed and approved by the shareholders of the Company;

(viii)       approve the amendment of Article 2 of the Company’s By-laws, to include, in the Company’s corporate purposes, the activity of “import of beverages, wines and vinegars”; and

(ix)         approve, in view of the resolution above, the restatement of the Company’s By-laws.

The shareholders and their legal representatives shall attend to the Shareholders’ Meeting bearing identity documents and the updated certificate of the Company’s shares, issued by the financial institution providing bookkeeping services and/or custody agent. Regarding the representation by proxy, the shareholders shall submit the mandate under applicable law at least three (3) days in advance of the date of the Shareholders’ Meeting. The documents shall be submitted to the Company’s Corporate Legal Department, at Av. Brigadeiro Luis Antônio, 3142, city of São Paulo, State of São Paulo.

The shareholders who do not previously submit the documents still will be able to attend to the Shareholders’ Meeting if they present such documents at the opening of the meeting, as set forth by article 5, §2 of CVM Ruling No. 481.

The documents regarding the agenda of the Shareholders’ Meeting are available at the Company’s head office and respective web sites of the Company (www.gpari.com.br), BM&FBOVESPA (http://www.bmfbovespa.com.br) and (http://www.cvm.gov.br) CVM, in accordance with the legal provisions set forth in the Brazilian Corporate Law and applicable ruling.

São Paulo, 5 December 2015

JEAN-CHARLES HENRI NAOURI

President of the Board of Directors

MANAGEMENT PROPOSAL

Messrs. Shareholders,

The management of Companhia Brasileira de Distribuição (“Company”), pursuant to Law No. 6.404, of 15 December 1976, as amended (“Brazilian Corporate Law”) and CVM Instruction No. 481, of 17 December 2009, as amended (“CVM Instruction No. 481”), hereby submits to your appreciation, who shall be gathered in an extraordinary general shareholders’ meeting, to be held on 22 December 2015, at 11 am, at the Company’s headquarters, located in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Luis Antônio, No. 3,142, Zip Code 01402-901 (“EGSM”), this proposal (“Proposal”).

1             PURPOSE

According to the Material Fact dated 19 November 2015, the purpose of this Proposal is to establish the terms and conditions related to the corporate transaction of the economic group to which the Company belongs, which comprises the following:

(i)           total spin-off of Nova Pontocom (as defined below) and merger of its spun-off assets by (a) the Company, (b) Via Varejo S.A., publicly-held company, headquartered in the city of São Caetano do Sul, State of São Paulo, at Rua João Pessoa, nº 83, Centro, CEP 09520-010, enrolled with the National Corporate Taxpayers’ Registry under Ministry of Treasury (“CNPJ/MF”) under nº 33.041.260/0652-90 and the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.300.394.925 (“Via Varejo”); (c) QE Participações Ltda., a limited liability company under incorporation, headquartered in the city of São Paulo, State of São Paulo, at Rua das Açucenas, No. 206, Cidade Jardim, CEP 05673-040 (parte)(“QE Participações”); and (d) Camberra Participações Ltda., a limited liability company under incorporation, headquartered in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, No. 1.609, 7^th floor, Vila Olímpia, CEP 04547-006 (parte), (“Camberra Participações” and, together with the Company, Via Varejo and QE Participações, “Acquiring Companies”), with the subsequent extinction of Nova Pontocom (“Spin-Off”); and

(ii)         merger of Sé Supermercados Ltda. (as defined below) into the Company (“Merger” and, together with the Spin-Off, “Transactions”).

The information required under article 8 of CVM Instruction 481, due to the fact that the Spin-Off and Merger proposals involve related parties, is provided in Exhibit I-A and Exhibit I-B, respectively, to this Proposal.

2             TRANSACTIONS

2.1         Spin-Off

The Spin-Off comprises the total disproportional spin-off, under the terms of article 227, 229, §3 and §5, second part, of the Brazilian Corporate Law, of Nova Pontocom Comércio Eletrônico S.A., corporation headquartered in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, 1609, 3^rd to 7^th floors, Zip Code 04547-006, enrolled with CNPJ/MF under No. 09.358.108/0001-25 and with JUCESP under NIRE 35.300.386.540 (“Nova Pontocom”), Company’s subsidiary, assuming that the total and disproportional spin-off of Nova Pontocom is approved and completed, and the subsequent merger of the Spun-Off Assets by the Acquiring Companies, shareholders holding the total corporate capital of Nova Pontocom, proportionally to the interest of the Acquiring Companies in the corporate capital of Nova Pontocom.

The main terms of the Spin-Off, as set forth in article 20-A of CVM Instruction No. 481, are described in Exhibit II-A to this Proposal.

The Spin-Off shall result in the transfer and the subsequent merger, by the Acquiring Companies, of Nova Pontocom’s assets and liabilities, proportionally to the interest of the Acquiring Companies in the corporate capital of Nova Pontocom. The Spin-Off shall be carried out under the terms of the Spin-Off set forth in the Shareholders’ Agreement of Nova Pontocom entered into among the Company and all other shareholders of Nova Pontocom on 23 July 2014, in the context of the group’s E-Commerce Business Combination¹, which is aligned with the strategy for optimization of the Company’s corporate structure.

By virtue of the merger of the spun-off portion of Nova Pontocom by the Acquiring Companies, Nova Pontocom shall be terminated. The corporate capital of the Acquiring Companies shall not be modified, as, due to the Spin-Off, the investments held by the Acquiring Companies in Nova Pontocom shall be cancelled and replaced by the assets and liabilities encompassed in the portion of the Spun-Off Assets attributed and merged into each of the Acquiring Companies.

2.2         Merger

The Merger comprises the merger by the Company, under the terms of article 227 of the Brazilian Corporate Law, of Sé Supermercados Ltda., limited-liability company, headquartered in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Luís Antônio, 3172, Jardim Paulista, CEP 01402-002, enrolled with CNPJ/MF under No. 01.545.828/0001-98 (“Sé”), the Company’s subsidiary.

Considering that, on the Merger date, the Company shall be the holder of the shares representing Sé’s total corporate capital, the Company shall fully receive Sé’s net assets in replacement for the shares that the Company held, which shall be cancelled as a result of the Merger.

The Company’s interest in Sé, therefore, shall be replaced, in the Company’s balance sheet, for the assets and liabilities comprising Sé’s shareholders’ equity, at their respective book value. After the Merger, Sé shall be extinct and the Company’s corporate capital shall remain unchanged.

The main terms of the Merger, as set forth in article 20-A of CVM Instruction 481, are described in Exhibit II-B to this Proposal.

2.3         Other conditions applicable to the Transactions

Once the Spin-Off is approved by Nova Pontocom’s shareholders and by the shareholders and partners of the Acquiring Companies and the Merger is approved by the Company’s shareholders, the managements of the companies involved in the Transactions shall undertake all acts, records and registries deemed necessary for the consummation of the Transactions.

If approved, the Transactions shall be effective as from the date of their approvals by the shareholders and partners of the companies involved.

3             Transaction Documents

3.1         Protocol

As set forth in the Brazilian Corporate Law, the terms and conditions of the Transactions shall be included in the protocol discussed and agreed between the management bodies or the companies’ partners.

Such protocol shall include the following information: (i) the evaluation criteria of the net equity, evaluation base date and the criteria adopted for the subsequent equity changes; (ii) the description of the succession of rights and obligations as a result of the Transactions; (iii) the necessary corporate acts to approve the Transactions; and (iv) all other conditions related to the Transactions.

In addition to the protocol, the current legislation provides for the justification of the transaction to be approved at the general meeting or, however the case may be, by the companies’ shareholders, including detailed information on: (i) the reasons or purposes of the Spin-Off and Merger, and the Company’s interest to carry out these Transactions; and (ii) the subsequent extinction of Nova Pontocom and Sé, as a result of, respectively, the Spin-Off and Merger, not subject to the corporate capital increase in the Acquiring Companies in connection with the Spin-Off and in the Company in connection with the Merger, as (a) the investments held by the Acquiring Companies in Nova Pontocom shall be cancelled and replaced by the assets and liabilities comprising the Spun-Off Assets of Nova Pontocom to be transferred to each one of the Acquiring Companies; and (b) the Sé’s shares held by the Company, representing its total corporate capital, shall be cancelled and replaced by Sé’s net assets in the Company.

The “Protocol and Justification of the Total Spin-Off of Nova Pontocom Comércio Eletrônico S.A.”, which sets forth the terms and conditions, and the justification of the Spin-Off (“Spin-Off Protocol”), executed by the management of the companies involved on 3 December 2015, attached to this Proposal as Exhibit II-A(i).

The “Protocol and Justification of the Merger of Sé Supermercados Ltda. into Companhia Brasileira de Distribuição”, which sets forth the terms and conditions, and the justification of the Merger (“Merger Protocol”), executed by the managements of the Company and Sé on 18 November 2015, is attached to this Proposal as Exhibit II-B(i).

3.2         Appraisal Report

The appraisal report of the Spun-Off Assets of Nova Pontocom to be transferred to the Acquiring Companies (“Spin-Off Appraisal Report”), attached to this Proposal as Exhibit II-A(ii), as set forth in article 226 of the Brazilian Corporate Law, was prepared by Magalhães Andrade (as defined below), an independent appraisal firm engaged by the Acquiring Companies’ managements. Under Brazilian Corporate Law, the engagement of Magalhães Andrade shall be approved or ratified, as the case may be, by the management and by the shareholders of Nova Pontocom, of the Company and of Via Varejo, as well as by the partners of QE Participações and of Camberra Participações.

According to the Spin-Off Appraisal Report, the Spun-Off Assets of Nova Pontocom to be transferred to the Acquiring Companies, as at 30 September 2015, amount to R$ 10,000.00 (ten thousand reais), which shall be distributed between the Acquiring Companies, according to their respective interest in the corporate capital of Nova Pontocom, as follows: (i) R$ 5,320.34 (five thousand, three hundred and twenty reais and thirty-four cents) to the Company; (ii) R$ 4,389.97 (four thousand, three hundred and eighty-nine reais and ninety-seven cents) to Via Varejo; (iii) R$ 272.27 (two hundred and seventy-two reais and twenty-seven cents) to QE Participações; and (iv) R$ 17.42 (seventeen reais and forty-two cents) to Camberra Participações. Under the terms of the Spin-Off Protocol, the Acquiring Companies shall receive eventual equity changes between the evaluation base date and the effective date of the Spin-Off.

In turn, the appraisal report on Sé’s net equity (“Merger Appraisal Report”), attached to this Proposal as Exhibit II-B(ii), was also prepared by Magalhães Andrade, and, as set forth in the Brazilian Corporate Law, this engagement shall be approved or ratified, however the case may be, by (i) the Company, as the sole partner of Sé; and (ii) the management and shareholders of the Company.

According to the Merger Appraisal Report, Sé’s net assets, as at September 30, 2015, amount to R$ 2,713,030,406.64 (two billion, seven hundred and thirteen billion, thirty thousand, four hundred and six reais and sixty-four cents), which shall be fully received by the Company.

3.3         Information About the Appraisal Firm

The Company’s management, for purposes of article 21 of CVM Instruction 481, provides the following information relating to Magalhães Andrade S/S Auditores Independentes, enrolled with CNPJ/MF under No. 62.657.242/0001-00, registered with CRC/SP under nº 2SP000233/O-3, headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 1893, 6º andar, Jardim Paulistano, CEP 01452-001 (“Magalhães Andrade”), engaged as the appraisal firm responsible for the preparation of the Spin-Off Appraisal Report and Merger Appraisal Report:

(i)           Recommended appraiser. For the preparation of the Spin-Off Appraisal Report and Merger Appraisal Report, the Company’s management recommended the engagement of the independent firm Magalhães Andrade.

(ii)         Description of the technical qualification of Magalhães Andrade. The description of the technical qualification of Magalhães Andrade for the preparation of the Spin-Off Appraisal Report and Merger Appraisal Report is included in Exhibit III hereto.

(iii)        Work proposal. The work proposal presented by Magalhães Andrade to the Company is available for consultation by the shareholders at the Company’s head office.

(iv)        Relationship between Magalhães Andrade, the Company and the related parties over the last 3 (three) years. The list of the work performed by Magalhães Andrade over the last 3 (three) years is included in Exhibit IV hereto.

4             ABSENCE OF REPORTS OF ARTICLE 264 OF BRAZILIAN CORPORATE LAW

In addition to the abovementioned considerations, the Company emphasizes that, in the context of the Transactions, the reports set forth in article 264, of the Brazilian Corporate Law, shall not be prepared due to the following reasons:

      (i)            the absence, in the context of the Merger, of exchange of shares, as well as the lack of Sé’s minority shareholders to be under custody, as Sé’s total shares are held by the Company; and

    (ii)            in the context of the Spin-Off, the absence of exchange of shares, and the report set forth in article 264, of the Brazilian Corporate Law, would be prepared solely for purposes of information.

5             CORPORATE APPROVALS

This proposal was approved by the Company’s board of directors and recommended by the Company’s audit committee at the meetings held on 18 November 2015 and 16 November 2015, respectively, according to the minutes available at the Company’s head office and respective websites of the Company (www.gpari.com.br/), CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).

6             PROPOSAL OF AMENDMENT OF THE BY-LAWS

Pursuant to the provisions of Article 11 of the CVM Instruction No. 481 and due to the proposal of the amendment of Article 2 of the Company’s By-laws in order to include, in the Company’s corporate purposes, the activity of “import of beverages, wines and vinegars”, the management attaches to this Proposal the following documents: (i) copy of the consolidated By-laws reflecting the proposed amendments, as Exhibit V; (ii) report explaining the origin and justification of the proposed amendments, as Exhibit VI; and (iii) table comparing the (a) current and (b) proposed versions of the By-laws, analyzing its legal and economic effects, as Exhibit VII.

7             MATTERS TO BE RESOLVED AT THE EGSM

The following matters shall be resolved at the EGSM:

     (i)        approval of the merger into the Company of the spun-off assets of Nova Pontocom, assuming that the total and disproportional spin-off of Nova Pontocom is approved and completed;

    (ii)        approval of the merger, into the Company, of Sé, with the subsequent absorption by the Company of Sé’s total net equity; 

   (iii)    ratification of the appointment of Magalhães Andrade as the expert company responsible for the elaboration of the appraisal report of Nova Pontocom’s spun-off assets, at the base date of September 30, 2015, and the net equity of Sé, at the base date of 30 September 2015, for purposes of the Transactions;

  (iv)      approval of the Spin-Off Appraisal Report and Merger Appraisal Report;

   (v)     if the abovementioned matters are approved, authorization and ratification of all the necessary acts practiced by the Company’s managers for the effectiveness of the proposed resolutions, as approved by the Company’s shareholders; 

  (vi)      amendment of Article 2 of the Company’s By-laws, in order to include, in the Company’s business purposes, the activity of “import of beverages, wines and vinegars”; and

 (vii)      approval, in view of the resolutions above, of the restatement of the Company’s By-laws.

8             CONCLUSIONS

Based on the abovementioned reasons and in accordance with the Brazilian Corporate Law, Company’s By-laws and provisions set forth in this Proposal, the Company’s management recommends the approval of the Transactions, as well as the approval of the proposed amendment to the Company’s By-laws, at the EGSM, to be held on 22 December 2015, as well as the other related matters, as described above.

Finally, the management emphasizes that this Proposal, the Spin-Off Appraisal Report, the Merger Appraisal Report, the Spin-Off Protocol and the Merger Protocol are available at the Company’s head office and respective websites of the Company (www.gpari.com.br/), CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).

São Paulo, 4 December 2015

MANAGEMENT
PARTICIPATION OF SHAREHOLDERS AT THE EGSM

The EGSM may be attended by the shareholders holding the shares issued by the Company, by themselves, their legal representatives or their attorneys-in-fact, provided that such shares are recorded on the shareholders’ respective names with the financial institution responsible for the Company’s bookkeeping services, as set forth in article 126 of the Brazilian Corporate Law.

The shareholders shall arrive before the time indicated in the EGSM call notice, bearing the updated certificate of the Company’s shares, issued by the financial institution providing bookkeeping services and/or custody agent, as well as the following documents:

(i)            individuals: identification document with photo;

(ii)          legal entities: registered copy of the last restated by-laws or articles of association and corporate documentation granting the representation powers (minutes of the election of the executive officers and/or proxy), as well as identification document with photo of the legal representative(s); and

(iii)        investment funds: registered copy of the last restated regulation of the fund or articles of association of the fund’s manager, in addition to the corporate documentation granting the representation powers (minutes of the election of the executive officers and/or proxy), as well as identification document with photo of the legal representative(s).

The shareholders and their legal representatives shall attend to the EGSM bearing their identity documents. In relation to the representation by proxy, the shareholders shall submit the mandate under applicable law tot eh Company’s Corporate Legal Department, at Av. Brigadeiro Luis Antônio, 3142, city of São Paulo, State of São Paulo, through 18 December, at 6:00 p.m.

EXHIBIT I-A TO THE MANAGEMENT PROPOSAL

INFORMATION ON RELATED PARTIES
(pursuant to article 8 of CVM Instruction No. 481)

SPIN-OFF;

1             Name and qualification of the related parties:

(i)           Via Varejo S.A., publicly-held company, headquartered in the city of São Caetano do Sul, State of São Paulo, at Rua João Pessoa, No. 83, Centro, CEP 09520-010, enrolled with CNPJ/MF under No. 33.041.260/0652-90 and with JUCESP under NIRE 35.300.394.925; and

(ii)          Nova Pontocom Comércio Eletrônico S.A., corporation headquartered in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, No. 1.609, 3rd to 7th floors, CEP 04547-006, enrolled with CNPJ/MF under No. 09.358.108/0001-25 and with JUCESP under NIRE 35.300.386.540.

2             Nature of relationship between the related party and the Company:

The Company is the shareholder of Via Varejo, holding interest of 43.4% in its total corporate capital.

The Company is also the shareholder of Nova Pontocom, holding interest of 53.2% of its total corporate capital.

3             Number of shares and other securities issued by the Company and held by the interested related party, directly or indirectly:

Via Varejo and Nova Pontocom do not hold any share or security issued by the Company.

4             Eventual outstanding balances, payables and receivables, between the parties:

On 5 November 2015, Via Varejo and Nova Pontocom executed an Agreement Term, under which they ratified the absorption of accumulated losses of Nova Pontocom in the amount of eight million, nine hundred ninety thousand, three hundred and twenty-eight reais and sixty-one cents (R$ 8,990,328.61) to "shareholders’ account" of Nova Pontocom. On 30 September 2015, this account had a balance equivalent to sixty three million, nine hundred and thirty-seven thousand, four hundred and seventeen reais and thirty-nine cents (R$ 63,937,417.39) related to loan agreements entered into by Nova Pontocom, as the debtor, and Via Varejo, as the creditor.

On the same date, the Company and Nova Pontocom executed an Agreement Term, under which they ratified the absorption of accumulated losses of Nova Pontocom in the amount of ten million, eight hundred ninety-five thousand, six hundred and forty-five reais and twenty-two cents (R$ 10,895,645.22) to "shareholders’ account" of Nova Pontocom. On 30 September 2015, this account had a balance equivalent to sixty-five million, two hundred forty-eight thousand, three hundred ninety-three reais and eighty-nine cents (R$ 65,248,393.89) related to loan agreements entered into by Nova Pontocom, as the debtor, and the Company, as the creditor.

Since the minority shareholders of Nova Pontocom did not have, at the time of the absorption of losses, credits against Nova Pontocom as a result of loan agreements, such as the Company and Via Varejo, the absorption of losses was carried out only against the Company’s and Via Varejo’s shareholders.

The assets and liabilities related to the current agreements between Nova Pontocom and the Company, and between Nova Pontocom and Via Varejo, which are described in Exhibit 4.1.2(vii) to the Spin-Off Protocol, shall be liquidated by means of equity merger.

5             Detailed description of the nature and extension of the interest under discussion:

The Spin-Off proposal shall be submitted for resolution at the Company’s extraordinary general shareholders’ meeting, to be held on 22 December 2015.

6             As described in item 2 of the Spin-Off Protocol, the Company is interested in the approval of the Spin-Off, considering that the Spin-Off shall result in benefits of equity and financial nature to the Company, and shall optimize the corporate structure of the group to which the Company is part, enabling more autonomy and flexibility to the Company in order to manage its investments, upon approval of the Spin-Off.Management recommendation about the proposal, emphasizing the advantages and disadvantages of the transaction to the Company:

Management analyzed the Spin-Off according to the Company’s interests and concluded that the Spin-Off meets the Company’s and its shareholders’ best interests.

The Spin-Off shall be carried out under the terms of the Spin-Off set forth in the Shareholders’ Agreement of Nova Pontocom, entered into among the Company and all other shareholders of Nova Pontocom on 23 July 2014, in the context of the group’s E-Commerce Business Combination, which is aligned with the strategy for optimization of the Company’s corporate structure. In this regard, in the management’s opinion, the Spin-Off benefits the Company’s shareholders, regardless of type or class, because, once the capital shall not be increased as a result of the Spin-Off, the interest currently held by the shareholders in the Company’s corporate capital shall not be diluted.

7             In the event the matter subject to meeting’s approval is an agreement subject to the rules set forth in article 245 of Law 6404, of 1976.

Not applicable.

EXHIBIT I-B TO THE MANAGEMENT PROPOSAL

INFORMATION ON RELATED PARTIES
(pursuant to article 8 of CVM Instruction No. 481)

MERGER

1             Name and qualification of the interested related party:

(i)           Sé Supermercados Ltda., limited-liability company, headquartered in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Luís Antônio, 3172, Jardim Paulista, CEP 01402-002, enrolled with CNPJ/MF under No. 01.545.828/0001-98 and with JUCESP under NIRE 35.215.818.694.

2             Nature of the relationship between the interested related party and the Company:

The Company holds 100% of the shares representing Sé’s corporate capital.

3             Number of shares and other securities issued by the Company and held by the interested related party, directly or indirectly:

Sé does not hold any share or other security issued by the Company.

4             Eventual outstanding balances, payables and receivables, between the parties:

As of the date hereof, there are no outstanding balances, payables or receivables between the Company and Sé.

5             Detailed description of the nature and extension of the interest under discussion:

The Merger proposal shall be submitted for approval at the Company’s extraordinary general shareholders’ meeting, to be held on 22 December 2015.

As described in item 2 of the Merger Protocol, the Company is interested in the approval of the Merger, considering that the Company shall be able to optimize its current structure, as well as reduce the administrative costs, benefiting from the synergy generated.

6             Management recommendation about the proposal, emphasizing the advantages and disadvantages of the transaction to the Company:

Management analyzed the Merger according to the Company’s interests and concluded that the Merger meets the Company’s and its shareholders’ best interests.

Sé’s Merger shall result in equity, legal and financial benefits, including:

(i)            the optimization of the group’s corporate structure to which the Company belongs; and

(ii)           the administrative cost reduction and compliance with accessory obligations, benefiting from the synergy generated.

In this regard, in the management’s opinion, the Merger benefits the Company’s shareholders, regardless of type or class, because, once the capital shall not be increased as a result of the Merger, the interest currently held by the shareholders in the Company’s corporate capital shall not be diluted.

7             In the event the matter subject to meeting’s approval is an agreement subject to the rules set forth in article 245 of Law 6404, of 1976.

Not applicable.

EXHIBIT II-A TO THE MANAGEMENT PROPOSAL

INFORMATION ON THE REORGANIZATION
(pursuant to exhibit 20-A of CVM Instruction No. 481)

SPIN-OFF

As set forth in article 20-A of CVM Instruction 481, the Company provides the following information to the extraordinary general shareholders’ meeting, to be held on 22 December 2015, at 11 am, in its head office:

1             Protocol and justification of the transaction, under the terms of articles 224 and 225 of Law 6404, of 1976.

The Spin-Off Protocol is described in Exhibit II-A(i) to this Proposal.

2            Other agreements or pre-agreements governing the exercise of the voting rights or transfer of shares issued by the surviving companies or companies resulting from the transaction, filed at the Company’s head office or to which the Company’s controller is a party.

Both the Company and Via Varejo are parties to Shareholders’ Agreements, which are duly filed at the companies’ head office, as well as available at the respective websites of the companies (www.gpari.com.br/ and ri.viavarejo.com.br/), CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).

3             Description of the transaction, including:

(a)           Terms and Conditions

The Spin-Off shall comprise the total and disproportional Spin-Off of Nova Pontocom and the transfer and merger of its Spun-Off Assets to the Acquiring Companies, proportionally to the respective interest in the Nova Pontocom’s corporate capital.

Nova Pontocom’s net equity, to be transferred to and merged into the Acquiring Companies, is composed of the assets and liabilities listed in Exhibit 4 to the Spin-Off Appraisal Report (“Spun-Off Assets”).

According to the Spin-Off Appraisal Report, the total book value of the Spun-Off Assets, to be merged into the Acquiring Companies, is equivalent to R$ 10,000.00 (ten thousand reais), as at 30 September 2015, out of which R$ 5,320.34 (five thousand, three hundred and twenty reais and thirty-four cents) shall be attributed to the Company.

The Spin-Off shall result in the extinction of Nova Pontocom. The Acquiring Companies’ corporate capital shall not be increased, as, by virtue of the merger of the Spun-Off Assets, the investment held by each of the Acquiring Companies in Nova Pontocom shall be cancelled and replaced for the assets and liabilities comprising the Spun-Off Assets attributed to each of the Acquiring Companies.

The balances of assets and liabilities relating to the current agreements between Nova Pontocom and the Company, and between Nova Pontocom and Via Varejo shall be liquidated by means of equity merger.

(b)          Indemnity obligations: (i) the managers of any of the companies involved in the transaction; (ii) should the transaction is not concluded.

None.

(c)            Comparative table of rights, advantages and restrictions of the shares of the companies involved in or resulting from the transaction, before and after the transaction.

If the Spin-Off is implemented, the shares issued by Nova Pontocom shall be cancelled and the common and preferred shares issued by the Company, Via Varejo and the quotas of QE Participações and Camberra Participações shall maintain the same rights and advantages prior to the Spin-Off.

(d)          Eventual approval by debentureholders or other creditors.

None.

(e)           Assets and liabilities comprising the shareholders’ equity, in the event of Spin-Off.

The spun-off portions of Nova Pontocom to be transferred to each one of the Acquiring Companies shall be composed of the following assets and liabilities, as described in the Spin-Off Protocol:

(f)            Intention of the resulting companies to obtain the registry as issuer of securities.

The Company and Via Varejo already have the registry as issuer of securities with the CVM. QE Participações and Camberra Participações, in turn, do not intend to obtain such registry.

4             Corporate business plans, mainly in relation to specific corporate events to be promoted.

The Spin-Off will not modify the conduction of the corporate business of the Company, considering that the Spin-Off represents a simple replacement of the Company’s interest in Nova Pontocom for the assets and liabilities comprising the respective Spun-Off Assets to be merged into the Company.

5             Analysis of the following aspects of the transaction:

(a)           Description of the main expected benefits, including: (i) synergies; (ii) tax benefits; and (iii) strategic advantages.

The Spin-Off shall be carried out under the terms of the Spin-Off set forth in the Shareholders’ Agreement of Nova Pontocom, entered into among the Company and all other shareholders of Nova Pontocom on 23 July 2014, in the context of the group’s E-Commerce Business Combination², which is aligned with the strategy for optimization of the Company’s corporate structure.

(b)          Costs

According to the Acquiring Companies’ management, the costs of the Spin-Off shall total approximately R$ 300,000.00 (three hundred thousand reais), including the expenses with advertising, auditors, appraisers, legal counsel and other professionals engaged to advise the reorganization.

(c)           Risk Factors

Considering that Nova Pontocom is a non-operational holding, there shall be no operational, commercial, financial, contractual or technological risks. The Company’s management may, however, not be able to successfully implement the expected optimization of the corporate structure as a result of the Spin-Off.

(d)          In the event of a related-party transaction, eventual alternatives that could have been adopted to reach the same purposes, indicating the reasons for not considering these alternatives.

Not applicable. The Spin-Off shall be conducted in accordance with the Shareholders’ Agreement of Nova Pontocom, entered into by and among the Company and all the other shareholders of Nova Pontocom, on 23 July 2014, which execution was approved in accordance with the corporate governance rules in force at the time. At the time and recently, the Company conducted general studies on the alternatives that could have been adopted alternatively to the Spin-Off, analyzing and comparing all the options, concluding that the Spin-Off, as it has been presented in this Proposal, is the option that has been shown to be more efficient and compatible with the purposes and expectation of the Company.

(e)           Exchange ratio.

Not applicable, bearing in mind there will be no capital increase of the Acquiring Companies because of the Spin-Off.

(f)            In the transactions involving controlling, controlled companies or companies under common control:

(i)                 Exchange ratio of shares calculated according to article 264 of Law 6404 of 1976.

Not applicable. See item 5(e) above.

(ii)               Detailed description of the process of negotiation of the exchange ratio and other terms and conditions of the transaction.

Not applicable. See item 5(e) above.

(iii)             In case the transaction has been preceded, in the last twelve (12) months, by a purchase of control or purchase of block control interest: (a) Comparative analysis of the exchange ratio and of the price paid in the purchase of control; and (b) Reasons that justify any potential differences of appraisal in the different transactions.

Not applicable. See item 5(e) above.

(iv)              Justification of why the exchange ratio is commutative, with the description of the procedures and criteria adopted to guarantee the commutativity of the transaction or, in case the exchange ratio is not commutative, details of the payment or equivalent measures adopted to guarantee the adequate compensation.

Not applicable. See item 5(e) above.

6             Copies of the minutes of all the meetings of the board of directors, audit committee and special committees in which the transaction has been discussed, including any dissenting votes.

The minutes of the meetings of the board of directors and the minutes of the meeting of the audit committee of the Company, which discussed and/or approved the terms of the Spin-Off, are attached in Exhibit II-(iii) to this Proposal.

Said minutes have also been made available at the Company’s head office and the respective websites of the Company (www.gpari.com.br/), CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).

7             Copies of studies, presentations, reports, opinions, views or reports on appraisal of those engaged in the transaction made available to the controlling shareholder in any stage of the transaction.

The Spin-Off Appraisal Report is contained in Exhibit II-A(ii) to this Proposal.

7.1       Identification of any potential conflicts of interest between the financial institutions, companies and professionals that have prepared the documents referred to in item 7 and the companies engaged in the transaction.

None.

8             Projects of by-laws or related amendments of the companies resulting from the transaction.

The by-laws and articles of association, as applicable, of the Company, of Via Varejo, of QE Participações and of Camberra Participações shall not be amended.

9             Financial statements used for purposes of the transaction, according to the specific standard.

By virtue of the provisions set forth in article 10 of CVM Instruction 565, of 15 June 2015 (“CVM Instruction 565”), this item shall not apply to the Company, bearing in mind there shall be no capital increase, exchange ratio between the shares of Nova Pontocom and the shares and, as the case may be, the quotas of the Acquiring Companies or dilution of the shareholders and partners of the Acquiring Companies.

In relation to Nova Pontocom, the Spin-Off will be carried out considering the equity book value of the Spun-Off Assets, as reflected in the balance sheet of the Nova Pontocom as at 30 September 2015, which is contained in Exhibit 1 to the Spin-Off Appraisal Report, comprising of Exhibit II-A(ii) to this Proposal.

10          Pro forma financial statements prepared for the purposes of the transaction, according to the specific standard.

Not applicable, due to the provisions set forth in article 10 of CVM Instruction 565, bearing in mind there shall be no dilution of the shareholders of the Company because of the Spin-Off.

11          Document containing information on the companies directly engaged other than publicly-held companies.

Not applicable, given the fact that QE Participações and Camberra Participações do not have assets or liabilities of any nature, except for their equity participation in the capital stock of Nova Pontocom.

12          Description of the capital structure and control after the transaction, according to item 15 of the form.

Not applicable, since there shall be no change in the capital structure and control of the Company after the Spin-Off.

13          Number, class, kind and type of securities of each company engaged in the transaction held by any other companies engaged in the transaction, or by persons linked to such companies, as defined by the rules governing the public offering for purchase of shares.

The securities held by the companies engaged in the Spin-Off and by persons linked to them are:

(i)            Company in Via Varejo: 410,352,691 common shares and 149,168,394 preferred shares;

(ii)           Company in Nova Pontocom: 32,290,656 common shares;

(iii)          Via Varejo in Nova Pontocom: 26,643,996 common shares;

(iv)         QE Participações in Nova Pontocom: 1,652,465 common shares;

(v)          Camberra Participações in Nova Pontocom: 105,721 common shares;

(vi)         Wilkes Participações S.A. (Company’s controlling shareholder) in the Company: 94,019,178 common shares;

(vii)        German Pasquale Quiroga Vilardo in Via Varejo: 65,467 units (each unit being comprised of 2 preferred shares and 1 common share);

(viii)       German Pasquale Quiroga Vilardo in the Company: 78 preferred shares; and

(ix)         Marcel Baldi Jacob in the Company: 26 preferred shares.

In relation to the QE Participações and to the Camberra Participações, the shareholding structure is as follows:

QE Participações

Camberra Participações

14          Exposure of any of the companies engaged in the transaction, or of people related to them, as defined by the rules that address the public offering for purchase of shares, in derivatives referenced in securities issued by the other companies engaged in the transaction.

Not applicable.

15          Report covering all transactions conducted in the last 6 (six) months by the persons named below with securities issued by the companies engaged in the transaction:

The transactions performed in the last six (6) months by the companies involved in the Spin-Off and related parties are described below:

(i)            by the minority shareholders of Nova Pontocom with shares of Nova Pontocom:

(ii)           by the Company with shares of Nova Pontocom:

(iii)          by the Board of Officers of the Company with shares of the Company:

(iv)         by the controlling shareholders of the Company with shares of the Company:

(v)          by the Board of Officers of Via Varejo with shares of Via Varejo:

16         Document, whereby the Special Independent Committee submitted its recommendations to the Board of Directors, in case the transaction has been negotiated according to the Opinion on CVM Guideline 35, of 2008.

Not applicable.

EXHIBIT II-B TO THE MANAGEMENT PROPOSAL

INFORMATION ON THE REORGANIZATION
(pursuant to exhibit 20-A of CVM Instruction No. 481)

MERGER

As set forth in article 20-A of CVM Instruction 481, the Company provides the following information to the extraordinary general shareholders’ meeting, to be held on 22 December 2015, at 11 am, in its head office:

1             Protocol and justification of the transaction, under the terms of articles 224 and 225 of Law 6404, of 1976.

The Merger Protocol is described in Exhibit II-B(i) to this Proposal.

2            Other agreements or pre-agreements governing the exercise of the voting rights or transfer of shares issued by the surviving companies or companies resulting from the transaction, filed at the Company’s head office or to which the Company’s controller is a party.

The Company is a party to the Shareholders’ Agreement, which is duly filed at the Company’s head office, as well as available at the respective websites of the Company (www.gpari.com.br/), CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br).

Sé does not have any agreement or pre-agreement governing its right to vote or the transfer of shares.

3             Description of the transaction, including:

(a)           Terms and Conditions

The Merger consists in the absorption of Sé, company whose shares are 100% held by the Company itself, with consequent termination of Sé and succession in all of its rights and obligations by the Company. Consequently, all the elements of the assets and liabilities of Sé shall be absorbed by the Company.

The Merger shall not result in increase of the corporate capital of the Company, since the net assets of Sé shall be entirely absorbed by the Company in replacement for the Sé’s shares, of which the Company holds, shall be cancelled upon the Merger. The interest of the Company in Sé shall be replaced, on the balance sheet of the Company, for the assets and liabilities listed on Exhibit 1 to the Merger Appraisal Report, which comprise the Sé’s net equity, at the respective book value. The corporate capital of the Company shall remain unchanged, reason why it is not necessary to establish any exchange ratio.

According to the Merger Appraisal Report, the total book value of Sé’s net equity equals to R$ 2,713,030,406.64 (two billion, seven hundred and thirteen million, thirty thousand, four hundred and six reais and sixty four cents), as at September 30, 2015.

(b)          Indemnity obligations: (i) the managers of any of the companies involved in the transaction; (ii) should the transaction is not concluded.

None.

(c)           Comparative table of rights, advantages and restrictions of the shares of the companies involved in or resulting from the transaction, before and after the transaction.

If the Merger is approved, the common and preferred shares issued by the Company shall maintain the same rights and advantages prior to the Merger.

(d)          Eventual approval by debentureholders or other creditors.

None.

(e)           Assets and liabilities comprising the shareholders’ equity, in the event of Spin-Off.

Not applicable.

(f)            Interest of the resulting companies to obtain the registry as issuer of securities.

The Company already has the registry as issuer of securities with the CVM.

4             Corporate business plans, mainly in relation to specific corporate events to be promoted.

The Merger shall not change the performance of the Company’s corporate businesses, as the Merger is a mere replacement of the Company’s interest in Sé for the assets and liabilities comprising the absorbed net equity. The Company, therefore shall continue, after the Merger, to develop the activities comprising its corporate purpose.

5             Analysis of the following aspects of the transaction:

(a)         Description of the main expected benefits, including: (i) synergies; (ii) tax benefits; and (iii) strategic advantages.

Sé’s Merger shall result in equity, legal and financial benefits, including:

(i)            the optimization of the group’s corporate structure to which the Company belongs; and

(ii)           the administrative cost reduction and compliance with accessory obligations, benefiting from the synergy generated.

(b)        Costs.

According to the Company’s management, the costs of the Merger shall total approximately R$ 300,000.00 (three hundred thousand reais), including the expenses with advertising, auditors, appraisers, legal counsel and other professionals engaged to advise the reorganization.

(c) Risk Factors

The aim of the Merger, is to integrate the business of the Company and of Sé and use the synergies obtained with such integration. This integration process can result in operating, business, financial, contractual and technological difficulties, which can prevent the expected synergies from being used, or result in unforeseen losses or expenses. The Company’s management may, therefore, not be able to successfully implement the intended integration, or obtain the expected returns on the investments related to the Merger, which may adversely affect the Company.

(d)        In case of transaction with related party, any alternatives that could have been used to achieve the same goals, stating the reasons why those alternatives have been discarded.

Not applicable. The Company conducted general studies on the alternatives that could have been adopted alternatively to the Merger, analyzing and comparing all the transactions. At the end of such process, the Company decided to carry out the Merger, as it has been presented in this Proposal, since it has been shown to be more efficient and compatible with the purposes and expectation of the Company.

(e)         Exchange ratio.

Not applicable, bearing in mind there shall be no capital increase of the Company as a result of the Merger.

(f)         In the transactions involving controlling, controlled companies, or companies under common control:

(i)                 Exchange ratio of shares calculated according to article 264 of the Law 6404, of 1976.

Not applicable. See item 5(e) above.

(ii)               Detailed description of the negotiation process of the exchange ratio and other terms and conditions of the transaction.

Not applicable. See item 5(e) above.

(iii)             In case the transaction has been preceded, in the last twelve (12) months, by a purchase of control or purchase of block control interest: (a) Comparative analysis of the exchange ratio and of the price paid in the purchase of control; and (b) Reasons that justify any potential differences of appraisal in the different transactions.

Not applicable. See item 5(e) above.

(iv)              Justification of why the exchange ratio is commutative, with the description of the procedures and criteria adopted to guarantee the commutativity of the transaction or, in case the exchange ratio is not commutative, details of the payment or equivalent measures adopted to guarantee the adequate compensation.

Not applicable. See item 5(e) above.

6             Copies of the minutes of all the meetings of the board of directors, audit committee and special committee on which the transaction has been discussed, including any dissident votes.

The minutes of the meetings of the board of directors and of the audit committees approving the terms of the Merger are contained in Exhibit II-(iii) to this Proposal.

Said minutes have also been made available at the principal place of business of the Company and on the respective electronic pages of the Company (www.gpari.com.br/), of CVM (www.cvm.gov.br) and of BM&FBOVESPA (www.bmfbovespa.com.br).

7             Copies of studies, presentations, reports, opinions, or appraisal reports on those engaged in the transaction available to the controlling shareholder in any stage of the transaction.

The Merger Appraisal Report is contained in Exhibit II-B(ii) to this Proposal.

7.1       Identification of any potential conflicts of interest between the financial institutions, companies and the professionals that have prepared the documents referred to in item 7 and the companies engaged in the transaction.

None.

8             Projects of articles of incorporation or statutory amendments of the companies resulting from the transaction.

The articles of incorporation of the Company will not be amended.

9             Financial statements used for the purposes of the transaction, according to the specific standard.

By virtue of the provisions set forth in article 10 of CVM Instruction No. 565, this item shall not apply to the Company, bearing in mind there will be no capital increase, exchange ratio between the ownership units of Sé and shares of the Company or dilution of the shareholders of the Company.

The Merger will be carried out considering the value of the net equity of Sé, as reflected in its balance sheet on the base date of September 30, 2015, which is contained in the Exhibit 1 to the Merger Appraisal Report, comprising the Exhibit II-B(ii) to this Proposal.

10          Pro forma financial statements prepared for purposes of the transaction, according to the specific standard.

Not applicable, by virtue of the provision set forth in article 10 of CVM Instruction No. 565, bearing in mind that there will be no dilution of the Company’s shareholders resulting from the Merger.

11          Document containing information on the directly engaged companies other than publicly traded companies.

The last amendment to the articles of association of Sé is attached in the Exhibit II-B(iv) to this Proposal. Considering that Sé’s quotas are fully held by the Company, all information required under items (a) to (d) of this item are already reflected in the reference form of the Company.

12          Description of the capital structure and control after the transaction, according to item 15 of the form.

Not applicable, since there will be no change in the capital structure and control of the Company after the Merger.

13        Number, class, kind and type of the securities of each company engaged in the transaction held by any other companies engaged in the transaction, or by persons related to such companies, as defined by the rules addressing the public offering for purchase of shares.

The Company holds three hundred and sixty-six million, two hundred and sixty-seven thousand and thirty-four (366,267,034) quotas in Sé. Sé does not hold any shares issued by the Company.

14        Exposure of any of the companies engaged in the transaction, or of persons related to them, as defined by the rules that address the public offering for purchase of shares, in derivatives referenced in securities issued by the other companies engaged in the transaction.

Not applicable.

15          Report covering all transactions carried out in the past six (06) months by the persons named below with securities issued by the companies involved in the transaction:

The transactions performed in the last six (6) months by the companies involved in the Spin-Off and related parties are described below:

(i)            by the Board of Officers of the Company with shares of the Company:

(ii)           by the controlling shareholders of the Company with shares of the Company:

16          Document whereby the Special Independent Committee submitted its recommendations to the Board of Directors, in case the transaction has been carried out according to the Opinion on CVM Guideline Nº 35, of 2008.

Not applicable.

EXHIBIT II-A(i) TO THE MANAGEMENT PROPOSAL

TOTAL SPIN-OFF PROTOCOL AND JUSTIFICATION OF
NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A.

PROTOCOL AND JUSTIFICATION OF TOTAL SPIN-OFF OF NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A.

By this private instrument:

(1)          NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A., a closed corporation (sociedade por ações fechada) headquartered in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, nº 1.609, 3º ao 7º andares, zip code 04547-006, enrolled with the Brazilian Corporate Taxpayers’ Registry of the Ministry of Finance (“CNPJ/MF”) under No. 09.358.108/0001-25, and with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35.300.386.540, hereby represented pursuant to its By-laws (“Nova Pontocom”);

(2)          VIA VAREJO S.A., a publicly-held corporation (sociedade por ações aberta) headquartered in the city of São Caetano do Sul, State of São Paulo, at Rua João Pessoa, nº 83, Centro, zip code 09520-010, enrolled with CNPJ/MF under No. 33.041.260/0652-90 and with JUCESP under NIRE 35.300.394.925, hereby represented pursuant to its By-laws (“Via Varejo”);

(3)          COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held corporation (sociedade por ações aberta) headquartered in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Luis Antônio, nº 3.142, zip code 01402-901, enrolled with CNPJ/MF under No. 47.508.411/0001-56 and with JUCESP under NIRE 35.300.089.901, hereby represented pursuant to its By-laws (“CBD”);

(4)         QE PARTICIPAÇÕES LTDA., a limited liability company under incorporation, headquartered in the city of São Paulo, State of São Paulo, at Rua das Açucenas, nº 206, Cidade Jardim, CEP 05673-040 (parte), hereby represented pursuant to its Articles of Association (“QE Participações”); and

(5)         CAMBERRA PARTICIPAÇÕES LTDA., a limited liability company under incorporation, headquartered in the city of São Paulo, State of São Paulo, hereby represented pursuant to its Articles of Association (“Camberra Participações” and jointly referred to with Nova Pontocom, Via Varejo, CBD and QE Participações as “Parties” and, individually, as “Party”).

THE PARTIES DECIDE, in compliance with the provisions set forth in Articles 224, 225, 227 and 229 of Law No. 6,404, dated December 15, 1976, as amended (“Brazilian Corporate Law”), to enter into this   Protocol and Justification of Total Spin-off (“Protocol”), which shall regulate the terms and conditions applicable to the total spin-off of Nova Pontocom followed by absorption of the respective spin-off assets, as indicated below, by Via Varejo, CBD, QE Participações and Camberra Participações (“Receiving Companies” and “Spin-off”, respectively), subject to the approvals referred to in Clause 4.2 below.

1             Purpose

The purpose of the Protocol is to establish the basis of the non-proportional Spin-off, upon subsequent transfer to each Receiving Companies of a portion of assets of Nova Pontocom proportionally to their interests in the net equity of Nova Pontocom, as provided for in Article 229, paragraph 3 and Article 229, paragraph 5, part two, of the Brazilian Corporate Law and pursuant to the spin-off provided for in the Shareholders’ Agreement of Nova Pontocom, entered into on 23 July, 2014 among all shareholders of Nova Pontocom, provided that the spin-off assets allocated to the merger will be transferred to the Receiving Companies, which will be resolved on by the board of directors and the shareholders of Nova Pontocom, the shareholders of Via Varejo and CBD and the shareholders of QE Participações and Camberra Participações.

2             Justification and interest of the Parties to perform the Spin-off

Management of Nova Pontocom and of the Receiving Companies understand that, if approved, the Spin-off will result in the transfer to, and the consequent absorption by, the Receiving Companies, of all assets and liabilities of Nova Pontocom, which will result in capital and financial nature benefits to the Parties and will optimize the corporate structure of the group to which they belong by enabling each of the Parties to have greater autonomy and flexibility to manage their investments.

3             Appraisal of Spin-off Assets

3.1       Spin-off Assets. As a result of the Spin-off, the total net equity of Nova Pontocom, comprised by the assets and liabilities described in the Report (as defined below), will be transferred to and received by the Receiving Companies, provided that:

(i)            the assets and liabilities of Via Varejo, equivalent to 43.900% of total amount of Spin-off Assets, are listed in Exhibit 4 attached to the Report (“Via Varejo Spin-off Assets”);

(ii)           the assets and liabilities da CBD, equivalent to 53.203% of total amount of Spin-off Assets, are listed in Exhibit 4 attached to the Report (“CBD Spin-off Assets”);

(iii)          the assets and liabilities da QE Participações, equivalent to 2.723% of total amount of Spin-off Assets, are listed in Exhibit 4 attached to the Report (“QE Participações Spin-off Assets); and

(iv)         the assets and liabilities da Camberra Participações, equivalent to 0.174% of total amount of Spin-off Assets, are listed in Exhibit 4 attached to the Report (“Camberra Participações Spin-off Assets” and, jointly with QE Participações Spin-off Assets, Via Varejo Spin-off Assets and CBD Spin-off Assets, the “Spin-off Assets”).

3.2       Appraisal. The Parties agree that, pursuant to the appraisal report provided for in Exhibit 3.2 attached hereto (“Report”), the book value of each of the Spin-off Assets was appraised by MAGALHÃES ANDRADE S/S AUDITORES INDEPENDENTES, enrolled with the Regional Accounting Council of the State of São Paulo under No. 2SP000233/O-3, and with CNPJ/MF under No. 62.657.242/0001-00, headquartered in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Faria Lima, nº 1.893, 6º andar, Jardim Paulistano (“Appraisal Firm”), as of the date of reference on September 30, 2015, based on the balance sheet prepared by the management of Nova Pontocom as of the same date and for this specific purpose. Pursuant to the Report, the total book value of Spin-off Assets, to be absorbed by the Receiving Companies, is equivalent to R$ 10,000.00 (tem thousand reais), of which (i) R$ 4,389.97 (four thousand, three hundred and eighty nine and ninety seven cents) is equivalent to Via Varejo Spin-off Assets; (ii) R$ 5,320.34 (five thousand, three hundred and twenty reais and thirty four cents) is equivalent to CBD Spin-off Assets; (iii) R$ 272.27 (two hundred and seventy two reais and twenty seven cents) is equivalent to QE Participações Spin-off Assets; and (iv) R$ 17.42 (seventeen reais and forty two cents) is equivalent to Camberra Participações Spin-off Assets.

3.3         Spin-off Assets.

(i)            Via Varejo Spin-off Assets will be received by Via Varejo in replacement of 26,643,996 (twenty six million, six hundred and forty three Thousand, nine hundred and ninety six) shares issued by Nova Pontocom which are held by Via Varejo;

(ii)           CBD Spin-off Assets will be absorbed by CBD in replacement of 32,290,656 (thirty two million, two hundred and ninety thousand, six hundred and fifty six) shares issued by Nova Pontocom which are by CBD;

(iii)          QE Participações Spin-off Assets will be absorbed by QE Participações in replacement of 1,652,465 (one million, six hundred and fifty two Thousand, four hundred and sixty five) shares issued by Nova Pontocom which are held by QE Participações; and

(iv)          Camberra Participações Spin-off Assets will be absorbed by Camberra Participações in replacement of 105,721 (one hundred and five thousand, seven hundred and twenty one) shares issued by Nova Pontocom which are held by Camberra Participações.

3.4       Equity variations. If the proposed Spin-off is approved, the Receiving Companies shall receive and directly record in their respective financial statement potential equity variations resulting from the Spin-off Assets between base date 30 September 2015 and the date of receipt of Spin-off Assets by the Receiving Companies, if any, proportionally to their interests held in the corporate capital of Nova Pontocom.

3.5       Conflict. The Appraisal Firm represented not to be directly or indirectly interested in the Parties, or also, in the Spin-off itself, in a way that could prevent or affect the preparation of the Report requested to it, for purposes of the Spin-off.

4             General Spin-off Aspects

16.1        If the proposed Spin-off is approved, the Spin-off will be implemented pursuant to the following conditions:

4.1         Corporate Capital.

4.1.1        Current composition.

(i)            The corporate capital of Nova Pontocom, fully subscribed and paid up, amounts to R$ 50,741,294.71 (fifty million, seven hundred and forty one thousand, two hundred and ninety four and seventy one cents), divided into 60,692,838 (sixty million, six hundred and ninety two Thousand, eight hundred and thirty eight) common, registered shares with no par value, distributed among shareholders as follows:

16.2       

(ii)           The corporate capital of Via Varejo, fully subscribed and paid up, amounts to R$ 2,895,453,338.98 (two billion, eight hundred and ninety five million, four hundred and fifty three thousand, three hundred and thirty eight reais and ninety eight cents), divided into 1,290,885,925 (one billion, two hundred and ninety million, eight hundred and eight five thousand, nine hundred and twenty five) book-entry shares with no par value, (a) 655,869,693 (six hundred and fifty five million, eight hundred and sixty nine thousand, six hundred and ninety three) of which refer to common shares; and (b) 635,016,232 (six hundred and thirty five, sixteen thousand, two hundred and thirty two) of which refer to preferred shares;

(iii)          The corporate capital of CBD, fully subscribed and paid up, amounts to R$ 6,806,089,454.81 (six billion, eight hundred and six million, eighty nine thousand, four hundred and fifty four reais and eighty one cents), divided into 265,699,779 (two hundred and sixty five million, six hundred and ninety nine thousand, seven hundred and seventy nine) book-entry shares with no par value, (a) 99,679,851 (ninety nine million, six hundred and seventy nine, eight hundred and fifty one) of which refer to common shares; and (b) 166.019.928 (one hundred and sixty six million, nineteen thousand, nine hundred and twenty eight) of which refer to preferred shares;

(iv)         The corporate capital of QE Participações, fully subscribed and paid up, amounts to R$ 29,643,342.00 (twenty-nine million, six hundred forty-three thousand, three hundred forty-two reais), divided into 29,643,342 (twenty-nine million, six hundred forty-three thousand, three hundred forty-two) quotas, with par value of R$ 1.00 (one real) each, distributed among its partners as follows:

(i)             

(v)          The corporate capital of Camberra Participações, fully subscribed and paid up, amounts to R$ 1,007,655.00 (one million, seven thousand, six hundred fifty-five reais), divided into 1,007,655 (one million, seven thousand  and six hundred and fifty five) quotas, with par value of R$ 1.00 (one real) each, distributed among its partners as follows:

16.3       

4.1.2        Spin-off Effects to the Parties. If approved, the Spin-off:

(i)            will result in the extinction of Nova Pontocom;

(ii)           will not result in the change of the corporate capital of Via Varejo, considering that, as a result of the Spin-off, the investment made by Via Varejo in Nova Pontocom will be cancelled and replaced with the assets and liabilities included in Via Varejo Spin-off Assets;

(iii)          will not result in the change of the corporate capital of CBD, considering that, as a result of the Spin-off, the investment made by CBD in Nova Pontocom will be cancelled and replaced with the assets and liabilities included in CBD Spin-off Assets;

(iv)         will not result in the change of the corporate capital of QE Participações, considering that, as a result of the Spin-off, the investment made by QE Participações in Nova Pontocom will be cancelled and replaced with assets and liabilities included in QE Participações Spin-off Assets;

(v)          will not result in the change of the corporate capital of Camberra Participações, considering that, as a result of the Spin-off, the investment made by Camberra Participações in Nova Pontocom will be cancelled and replaced with assets and liabilities included in Camberra Participações Spin-off Assets;

(vi)         will be carried out based on the total net equity of Nova Pontocom, upon transfer to the Receiving Companies of assets and liabilities proportionally to their interests held in Nova Pontocom;

(vii)        balances of assets and liabilities related to existing agreements between Nova Pontocom and Via Varejo and between Nova Pontocom and CBD, which are described in Exhibit 4.1.2(vii) attached hereto, will be liquidated by means of equity merger; and

(viii)       all suits, claims, action and judicial or administrative proceedings of any nature, including, but not limited to, of labor, social security, civil, tax, environmental and commercial nature, related to acts performed or triggering events occurred until the date of Spin-off consummation will be attributed to CBD, which shall, upon succession, plaintiff/defendant in such suits, claims, action and proceedings.

4.2         Conditions to implement Spin-off. Spin-off implementation, upon transfer of Spin-off Assets to the Receiving Companies, appointment of Appraisal Firm, Report approval and other terms and conditions set forth herein, were approved (i) by the board of directors of Via Varejo and by the board of directors of CBD, on 18 November 2015; (ii) by the board of directors of Nova Pontocom, on 18 November 2015, and are subject to the approval or ratification, as the case may be, (a) of the shareholders of Nova Pontocom, the shareholders of Via Varejo and the shareholders of CBD; and (b) of the partners of QE Participações and Camberra Participações.

4.3         Succession of rights and obligations. In accordance with the provisions of item 4.1.2(viii), the Receiving Companies shall succeed Nova Pontocom in all of its rights and obligations not expressly described herein, proportionally to their respective Spin-off Assets, pursuant to Article 229, paragraph 1, part two, and shall be held jointly liable for Nova Pontocom’s obligations, pursuant to Article 233, caput, of the Brazilian Corporate Law.

4.4         Reimbursement amount. The right of withdrawal is not applied to the shareholders of Nova Pontocom since Spin-off approval depends on consent from all shareholders of Nova Pontocom, that is, all Receiving Companies, pursuant to Article 229, paragraph 5, part two, of the Brazilian Corporate Law

4.5         Interests in the corporate capital of the Parties. As of the date hereof, CBD holds 410,352,691 (four hundred and tem million, three hundred and fifty two Thousand, six hundred and ninety one) common shares and 149,168,394 (one hundred and forty nine million, one hundred and sixty eight thousand, three hundred and ninety four) preferred shares issued by Via Varejo, which will not be changed as a result of the Spin-off. As described in item 4.1.2 above, the shares held by CBD, Via Varejo, QE Participações and Camberra Participações in the corporate capital of Nova Pontocom will be cancelled as a result of the Spin-off.

5             GENERAL PROVISIONS

5.1         Severability. Possible order rendered by any court to cancel or deem any of the covenants set forth herein unenforceable shall not affect the validity or effectiveness of the other covenants set forth herein, which shall be fully complied with, provided that the Parties shall use their best efforts in order to be validly adjusted to obtain the same effects of such cancelled or unenforceable covenant.

5.2         Entire agreement, exhibits and amendments. This Protocol and its exhibits constitute the entire understanding and covenants between the managers of the Parties, as applicable, with respect to the matters regulated herein. This Protocol and its exhibits may only be changed or amended through a written instrument signed by all managers of the Parties.

5.3         Filing. Upon Spin-off approval by the shareholders of Nova Pontocom, by the shareholders Via Varejo and CBD and by the partners of QE Participações and Camberra Participações, the management of the Receiving Companies shall file and publish all acts related to the Spin-off, pursuant to Article 229, paragraph 4, of the Brazilian Corporate Law.

5.4         Applicable law. This Protocol shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.

5.5         Recommendation. In light of the foregoing, including all requirements provided for in Articles 224 and 225 of the Brazilian Corporate Law, the Spin-off is deemed to meet the interests of the Parties and its shareholders, reason by which the implementation thereof is hereby recommended.

IN WITNESS WHEREOF, the Parties execute this Protocol and Justification of Total Spin-off in fifteen (15) counterparts, same in content and form, in the presence of the two (2) undersigned witnesses.

São Paulo, 3 December, 2015.

NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A.

VIA VAREJO S.A.

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

QE PARTICIPAÇÕES LTDA.

CAMBERRA PARTICIPAÇÕES LTDA.

Witnesses:

EXHIBIT 3.2
Appraisal Report of Spin-off Assets

NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A.

Appraisal Report based on book value for purposes of total spin-off with merger Nov.05.15              1 00 080/15

Dear Shareholders of

NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A. COMPANY BRASILEIRA DE DISTRIBUIÇÃO

VIA VAREJO S.A.

MAGALHÃES ANDRADE S/S AUDITORES INDEPENDENTES, audit and advisory firm, enrolled with the Regional Accounting Council of the State of São Paulo under n° 2SP000233/O-3 and with the National Corporate Taxpayers’ Registry under n° 62.657.242/0001-00, headquartered at Av. Brigadeiro Faria Lima, 1893 - 6° andar, Jardim Paulistano, São Paulo, SP, appointed by you as the appraiser responsible for the appraisal of the net worth of Nova Pontocom Comércio Eletrônico S.A., for purposes of total spin-off and merger of the spun-off portions into the net worth of Companhia Brasileira de Distribuição, Via Varejo S.A., Holding 1 and Holding 2, upon compliance with the necessary diligences and verifications to perform the work, presents the attached

Appraisal Report

In which terms, we subscribe. São Paulo, 5 November 2015

MAGALHÃES ANDRADE S/S

Independent Auditors CRC2SP000233/O-3

[signature]

GUY ALMEIDA ANDRADE

Partner

Accountant CRC1SP116758/O-6

APPRAISAL REPORT

INTRODUCTION

1.     Grupo Pão de Açúcar is undertaking a reorganization whereby, according to the managements of NOVA PONTOCOM COMÉRCIO ELETRÔNICO S.A. (NOVA PONTOCOM or SPUN-OFF COMPANY) and RECEIVING COMPANIES, COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (CBD), VIA VAREJO S.A. (VIA VAREJO), HOLDING 1 and HOLDING 2, the Spin-off will trigger the transfer and the subsequent merger of the total assets and liabilities of NOVA PONTOCOM, which will result in equity and financial benefits to the Parties and optimize the corporate structure of the group to which these companies belong, as it allows each of the Parties to have more autonomy and flexibility in the management of their investments.

2.      HOLDINGS 1 and 2, which will incoporate a portion of the net assets were in process of incorporation at the time of preparation of this report. Capital stock of the holdings shall be

paid up by shares of NOVA PONTOCOM held by minority shareholders.

3.       Accordingly, the purpose of this Report is to determine the value of the net worth at book value to be spun-off, taking into consideration the financial condition of NOVA PONTOCOM as at 30 September 2015.

4.      The Report is issued in connection with the audit of the balance sheet of NOVA PONTOCOM prepared for such purpose as at 30 September 2015. The management is responsible for the preparation and appropriate presentation of these financial statements in accordance with accounting practices adopted in Brazil and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, regardless if caused by fraud or error.

5.      The appraisal was conducted in accordance with Brazilian and international auditing rules. Such rules require the compliance with ethical rules by the auditors and that the audit is planned and performed with purposes to obtain reasonable assurance that the financial statements are free from material misstatement.

6.      An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The chosen procedures depend on the auditor’s judgment, including the assessment of the risks of material misstatements of the financial statements, regardless if caused by fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and appropriate presentation of the financial statements in order to design audit procedures that are adequate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness  of  accounting  policies  used  and  the  reasonableness  of  accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

7.       We believe that the audit evidence obtained is enough and appropriate to support the opinion.

FINANCIAL CONDITION OF NOVA PONTOCOM

8.      The assessment is carried out at book value, as set forth in article 226 of Law 6404/76, and based on the financial condition reflected in the Balance Sheet as at 30 September 2015, included as EXHIBIT 1 and whose financial condition of negative equity is broken down as follows:

9.       Such balance sheet was prepared in accordance with accounting practices adopted in Brazil

and considered, for purposes of assessment, that the company shall continue as a going concern. EXHIBIT 2 describes the main accounting practices and policies adopted by NOVA PONTOCOM.

10.    NOVA PONTOCOM maintains its accounting records in a regular manner in own books and the balances are duly recorded and reconciled.

11.   In NOVA PONTOCOM’s assets there are tax credits arising from accumulated losses, net of the provision for impairment loss of these assets, in the amount of R$ 4,014,222.34 (four million, fourteen thousand, two hundred and twenty-two and thirty-four cents). As this balance cannot be offset against the RECEIVING COMPANIES’ profit, this balance shall be reduced to zero. Such adjustment was adopted in this Report and is described in EXHIBIT 3 hereto.

12.   In assets, there is also a credit arising from deferred temporary differences, which shall be adjusted to reflect the benefit that shall be transferred, which reduces the balance by R$1,375,225.63.

13.   On 5 November 2015, management used a portion of the balance of the loan agreements entered with shareholders Companhia Brasileira de Distribuição and Via Varejo to partially offset accumulated losses. This offset is in the amount of R$ 19,885,973.83 (nineteen million, eight hundred and eighty-five thousand, nine hundred and seventy-three Reais and eighty-three cents), out of which R$ 10,895,645.22 (ten million, eight hundred and ninety-five thousand, six hundred and forty-five Reais and twenty-two cents) against CBD and R$ 8,990,328.61 (eight million, nine hundred and ninety thousand, three hundred and twenty-eight Reais and sixty-one cents) against Via Varejo.

14.   The SPUN-OFF COMPANY has a current account balance with CBD, in the amount of R$2,406,046.80 (two million, four hundred and six thousand, forty-six Reais and eighty cents). This balance shall be offset upon merger and shall not impact the RECEIVING COMPANY’s net worth.

15.   In liabilities, the SPUN-OFF COMPANY has credits arising from loan agreements with CBD, in the total amount of, after the adjustment referred to in paragraph 13, R$ 88,982,827.52 (eighty-eight million, nine hundred and eighty-two thousand, eight hundred and twenty-seven Reais and fifty-two cents) and with VIA VAREJO, in the total amount of R$ 74,876,159.77 (seventy-four million, eight hundred and seventy-six thousand, one hundred and fifty-nine Reais and seventy-seven cents). These balances shall be offset upon merger and shall not impact the RECEIVING COMPANIES’ net worth.

16.   By virtue of the adjustments described in paragraphs 11, 12 and 13, the financial condition of NOVA PONTOCOM, as at 30 September 2015, for purposes of spin-off, is described in EXHIBIT 4 and is summarized as follows:

17.   The capital stock of NOVA PONTOCOM amounts to R$ 50,741,294.71 (fifty million, seven hundred and forty-one thousand, two hundred and ninety-four Reais and seventy-one cents) and is divided into 60,692,838 (sixty million, six hundred and ninety-two thousand and eight hundred and thirty-eight) shares, distributed as follows:

Quantity

18.      Based on the restated balance sheet of NOVAPONTOCOM, on the spin-off is based, the equity value of ihares is R$ 0,000165.

Caption:

Valor patrimonial das ações – Equity value of the shares

Valor do passive a descoberto – Value of insufficiency of assets

Quantidade de ações - Number of Shares.

EFFECT OF THE SPIN-OFF ON NOVA PONTOCOM

19.    As a result of the spin-off, NOVA PONTOCOM shall be extinct, and its net assets shall be absorbed by the RECEIVING COMPANIES, as set forth in EXHIBIT 4.

Shares held by CBD, VIA VAREJO, HOLDING 1 and HOLDING 2, equal to the spin-off shall be forfeited and replaced with assets and liabilities incorporated thereby.

EFFECT OF THE MERGER ON CBD

21.    CBD absorbs part of the net worth of NOVA PONTOCOM in the amount of R$5,320.34 (five thousand, three hundred and twenty Reais and thirty-four cents), as demonstrated in EXHIBIT 4.