This is the Code of Ethics of Companhia Brasileira de Distribuição. It defines not only the principles that must guide the work and the relations at the company, but also the ethical conduct each professional of this Company must adopt to increase the quality of our products and services and our participation in the Brazilian society.

Companhia Brasileira de Distribuição is proud of conducting its activities based on the honesty and commitment to the defense of the essential principles of respect to the human life, by always complying with the laws, statutes and regulations, and adopting practices to protect everyone's welfare and the environment.

This Code explains what we believe it is ethical, mainly the integrity of our actions, and our honest relationship with customers, employees, suppliers, the press, public bodies, shareholders and community, and our high level of business conduct.

For Companhia Brasileira de Distribuição, to be the best is not only a slogan, but a challenge and a target we go for through work, professionalism, determination and the responsible ethical conduct in all of our activities. We want to be the best, but not at whatever cost!

Abilio Diniz



OUR PURPOSES

Our Code of Ethics aims to offer a clear comprehension on the conducts that guide our business and relations, and that must be present during our daily activities at the Company. It expresses our commitment and respect for:

1. The ethical and honest conduct in situations of conflict of interests between personal and professional relations;

2. The adequate, accurate and correct information of the documents maintained and disclosed within the Company or to the different means of communication;

3. The compliance with the laws, norms and regulations applicable to our business;

4. The prompt response to any evidenced violation of the Code of Ethics.

The principles of this Code apply to all Company employees, including service providers, consultants and suppliers. The commitment to these guidelines is an essential condition for us to pursue the same purpose. It first represents everyone's compliance and responsibility with the defense of the Company's interests.

All employees must read and assimilate this Code of Ethics. All other people directly involved with the Company's commercial activities will be informed of the importance of complying with this Code and its principles. Each manager is responsible for supervising and guarantying the procedures, aiming to ensure the knowledge and disclosure of the ethical principles applicable to the internal and external relations under his/her responsibility. In this regard, each manager must establish and maintain open channels to hear and act in the event of any violation of the Company's business policy and ethical practices.

We do not intend to have this Code as a complete guide for all situations and cases that may occur. The internal regulation instruments complete the principles contained herein. In the event of doubts on their enforcement, the employee's supervisor is the appropriate person to give instructions on ethical issues. The "Ombudsman do Fornecedor" (Supplier Ombudsman) will instruct on the specific situations involving suppliers. The "Casa do Cliente" (Customer House) will instruct on the issues involving the relations with customers. And everyone with no exception may count on the Ethics Committee assistance.



GENERAL STRUCTURE

1 - Principles

2 - Preservation of the Instititional Image

3 - Policies and Practices

          3.1 - Relationships
                    Customers
                    Employees
                    Suppliers
                    Competitors
                    Shareholders
                    Community
                    The Press
                    Public Bodies

          3.2 – Company's Information and Assets
                    Advertising and Publicity
                    Theft and/or Improper use of the Company's assets
                    Use and Registration of the Information
                    Use of electronic means of communication
                    Intellectual Property

          3.3 – Environment

          3.4 – Management and Enforcement of the Code of Ethics
                    Compliance with the Code
                    Code Violation
                    Exemption to the Code of Ethics Enforcement
                    Responsibilities
                              Leaderships
                              Employees
                              Human Resources
                              Ethics Committee
                              Executive Management
                    Commitment and Compliance



PRINCIPLES

. Respect as the base of all of our relations;

. Honesty and integrity to perform our business;

. Humbleness and courage to face the challenges;

. Commitment to the quality expressed in the integrity of the products and services we trade as well as in the tireless search for improving the quality of life of our people and everyone with whom we maintain relations;

. Responsibility to construct and preserve our physical equity and our image;

. Clearness and accuracy to disclose information, without prejudice to the confidentiality, when necessary;

. Preservation and maintenance of the environmental conditions by impeding bad use, depredation and damages to the natural and physical resources.



PRESERVATION OF THE INSTITUTIONAL IMAGE

The Company's image and its trade marks must be daily constructed and preserved by all employees and service providers as their most important equity. Any individual or collective action or attitude that jeopardizes the reputation and credibility of this image will be considered gross violation, leading to rigorous measures.



POLICIES AND PRACTICES

RELATIONSHIPS

The principles and practices that direct our relations with the different public express our commitment to the highest levels of conduct, and we treat everyone with dignity, respect, honesty and transparency.



CUSTOMERS

The Company is proud of having a strong and respectful relationship with its customers. This relation is the key of our success. Thus, we are permanently assuring our products and services quality, which is based on the responsibility for the commercialization of our goods, offering support to the commercial practices and complying with the standardized processes for the receipt, storage, pricing, handling and display of goods.

Accordingly, all customer processes must be treated with maximum attention to:

. treat and offer the services and products with honesty and respect;

. control the expiration date of the different products;

. properly register the prices and their verification at the point of sales;

. properly verify the commercialization conditions under the policies set forth by the responsible departments;

. control the conditions for preserving, securing and storing different products.

All the Company's decisions on the relationship with the customers will be always treated impartially and without any type of prejudice, and will rigorously comply with the laws and regulations of the Consumer Defense Code and the policies of the Consumer Representation Group - Casa do Cliente.

The Company will maintain its customer information restricted to the involved people, by committing to protect the physical and moral integrity of their customers when they buy at its stores.



EMPLOYEES

Our employees' and service providers' ethical integrity is the main requirement for the competent performance of our professional activities, and it is an important difference for our business excellence. Accepting, respecting and treating everyone as equals, with education, cooperation and regard, is an essential condition to reach our purposes. Therefore, the relationship at the work environment must be ground on the ethical conduct of all - employees, service providers, suppliers, shareholders - regardless of hierarchical position.

CBD believes that transparency of the relationship with its employees is the main issue to construct a mutual reliable and responsible work relationship in all levels. Thus, its communication policy favors the internal public to obtain access to the company information, the business and human resources actions, according to the procedures of the bodies ruling the publicly-held companies. The managers have the role to use the available internal communication channels to keep their team updated.

It is essential to preserve the health and physical integrity of our employees and promote the quality of life at our work environment. All employees, service providers and suppliers must ensure safe and healthy work conditions, by observing the procedures and instructions that rule and preserve the safety and health, and rigorously complying with the laws and internal rules applicable to the Occupational Safety and Health.

Accordingly, to ensure the maintenance and transparency of these commitments and avoid suspicion of favors in its procedures to recruit, select develop, evaluate and dismiss its employees, the Company adopts these practices:

. The Company is committed to Human Resources policies that address justice, transparency, impartiality and professionalism, and it offers equal work opportunities to everyone who integrates the Company;

. In no circumstance the Company admits the exploitation of child labor, and it reserves the right not to contract services or have commercial relations with organizations, entities or institutions that adopt this practice.

. The Company does not admit any form of discrimination on race, gender, sexual instruction, color, religion, age, ethical origin, physical or mental disability and/or any other classification protected under federal, state or local laws, in its processes of recruitment and selection, training, compensation, communication, promotion, dismissal, transfer, or any other process on the professional performance;

. The Company does not admit any conduct that may create a hostile, intimidating or offensive work environment; therefore, any attitude or conduct that characterizes an offense to the moral or physical integrity - such as moral or sexual harassment - will result in severe penalties;

. The Company does not admit that the employees make use of their positions, titles or functions to obtain any type of courtesy, either in the form of gifts, presents or financial compensations. When it is not possible to avoid such receipt, these things will be forwarded to Instituto Pão de Açúcar (Pão de Açúcar Institute), which will give a destiny to these things and will inform the internal and external public. With the purpose of providing equal opportunities, the invitations received in the Company's name to participate in courses, speeches, workshops and other activities must be sent to the Human Resources Department, which will analyze and properly forward the invitation;

. In no circumstance the Company admits that the employees fail to comply with the commitments assumed with the Company, including those resulting from purchases at the Company stores, paid through checks or financed by credit;

. It does not admit that the employees obtain any personal benefit resulting from inside information or advantage gained due to their work;

. It does not admit the consumption of alcoholic drinks or illegal drugs, or that the employees be under effects of same during the working hours and/or at the work environment;

. The Company does not admit that relatives - parents, spouses, children, brothers and sisters, grandchildren, grandparents, brothers and sisters-in-law and first cousins - work at the same store or at the same cost center;

. Possible cases of remunerated contracting parallel with that performed at the Company must be analyzed and approved in writing by the supervisor and officer of the area, as long as the work nature is different from that performed at the Company and the activity is not performed during the working hours, and it does not interfere with the professional activities for which the person was contracted by the Company;

. Possible cases of equity interest in other companies must be formally communicated to the area supervisor and officer before the incorporation of the company and/or partnership, or when the employee is contracted;

. Any contracting of professionals to hold directive or management positions, who have relatives working at competitor companies, must be approved by the Board of Executive Officers;

. Whenever an employee is representing CBD in a professional or social situation, he/she must honor the honesty and integrity principles expressed herein, and he/she must refrain from adopting viewpoints or attitudes that may affect the Company's image, reputation and interests.

. The Company's relationship with its employees is grounded by ethical relations. Therefore we expect that these ethical relations are maintained in the event the CBD professionals receive invitations by other companies, whether or not competitors. The acceptance by the Company's employee to participate in a selection process or to work at other companies is a personal decision. The employees are required to maintain the confidentiality of the CBD information. The managers are required to manage the internal environment and avoid any collective discussions on same.



SUPPLIERS

Suppliers are an important part of the Company's business. Therefore, they must be honest with the production, delivery and performance of the contracts executed, by ethically maintaining the confidentiality of the information and commercial conditions established.

The Company will always assure the highest ethical practices to select, negotiate and manage all commercial activities, and will treat all suppliers with respect, without any privileges or discrimination of any kind, regardless of the business volume they do with the Company.

All employees must comply with the contractual and commercial conditions as well as to protect the confidentiality of the information between the Company and the suppliers. The suppliers must also ensure the mutual confidence conditions concerning the confidentiality and contractual warranties, under penalty of breaking the commercial relations. With the purpose of clarifying, instructing and favoring the transparency of its actions, the Company offers a direct communication channel with the Board of Executive Officers through the "Ombudsman do Fornecedor".

The Company does not accept that an employee or service provider dealing with suppliers obtains personal advantage through influence of his/her position at the Company. Thus:

. No employee must accept any type of gift, present of any value, payments in cash and/or goods, payments of trips, lunches, dinners, or any other services offered by the suppliers or service providers. In the situations in which it is not possible to return or refuse them, they must be sent to Instituto Pão de Açúcar, which will donate the thing received and will inform of its destination.

. The products sent as samples for commercial analysis will be kept within the Company and, as long as not consumable, they will be returned to the supplier with the respective analysis as soon as feasible. If these products are not withdrawn, they will be sent to Instituto Pão de Açúcar, which will give a destination to the product and will inform the Company's internal and external public of its destination;

. The expenses for activities of interest to the Company, such as trips, lodging, meal - even upon invitation of suppliers and/or service providers - will be borne by the Company;

. The purchase and sale relations with product and service suppliers that are relatives - parents, spouses, children, brothers and sisters, grandchildren, grandparents, brothers and sisters-in-law and first cousins - directly related with the area under authority and responsibility of employees, will require the prior approval of the area supervisor and officer.



COMPETITORS

The Company's competitiveness will be exercised based on our capacity of negotiation with suppliers and on the ethical management of our business.

No employee is authorized to provide information or discuss with competitors the commercialization, promotion and launching plans of our products and services. It is incumbent upon the Company's Executive Management the responsibility to care for the institutional issues with the sector's representative Association.

The Company does not admit that its employees make defamatory comments on the competitors, who deserve the same noble and respectable treatment we expect to receive, inside and outside CBD.



SHAREHOLDERS

The Company actively promotes the compliance with all the local, state, federal and international laws, in force and applicable to its business. Any violation of law, norm or regulation that may jeopardize the Company's reputation and, consequently, its shareholders' interests, will result in severe punishments to the people responsible.

Any information which may interfere in the market value of the Company's shares (for instance, news about purchase or sale of assets, changes in the management model and/or in the administration model, projection of results and/or strategic plans) must be kept confidential up to the moment of its publication by the Investor Relations area, which will make it available in a uniform manner to all the investor community and the general market, complying with the procedures set forth by the regulatory bodies of publicly-held companies.

No employee may benefit from inside information for sale or purchase of shares directly or by means of third parties.



COMMUNITY

The Company invests in the preservation and maintenance of the communities in which it is inserted and has partnership with government bodies and other social groups or programs that contribute to the development of these communities, offering job opportunities and social participation.

All the employees and service providers must act with responsibility and in compliance with the ethical principals in the Company's image defense and reputation, whenever participating in activities with the community.

The Company does not admit, support or stimulate donation requests of any nature to suppliers and/or service providers in the sense of promoting financial and/or material resources to make promotions, events, campaigns or social actions to third parties. Situations characterized by their exceptionality will be evaluated and approved by the Executive Management.

The Company does not admit allocation of funds or support of any nature, including leisure, transportation, location, presents and gifts to political representatives or militants.



THE PRESS

The Company, for the sake of its customers, shareholders and the community in general, maintains an open channel with the press, making available all information necessary for the clarification and disclosure of its actions.

The Company will not disclose any information referring to its customers, unless duly authorized by the parties involved. Only the Chief Executive Officer, the Executive Officers, the Press and Public Relations Department or employees specifically authorized by the Board of Executive Officers may offer or disclose information to the means of communication or other bodies.

All employees and service providers must care for the Company's image and reputation. In this sense, all professional contact with any press agency must, obligatorily, be previously authorized by the Press and Public Relations Department, and no employee is allowed to give any kind of interview or consent his/her or his/her work place image take, either by video, picture or any other way of visual registration, without the necessary authorization.

The Company responds in a transparent manner to public consultations, mainly when requested by the press, financial community and authorities, always safeguarding, at first place, the commercial interests and/or care with the Company's assets safety.



PUBLIC BODIES

The Company maintains the highest integrity level in the relation with government representatives. Public bodies' representatives duly identified by credentials receive professional and exempt treatment, becoming available to them, whenever requested, information, data and registrations pertinent and required by law.

Different situations that violate the ethical principles and procedures provided for by our Code of Ethics must be submitted to the Company's Legal Department, which will take the appropriate measures.



COMPANY'S INFORMATION AND ASSETS

ADVERTISING AND PUBLICITY

All and any publication - such as articles, advertisements, catalogues, pamphlets, inserts, advertising films or any other advertising piece, as well as other CBD promotion material - must correspond in a trustworthy manner to the ethical practices and policies set forth by the Company, and be duly authorized by the responsible departments.




THEFT AND/OR IMPROPER USE OF THE COMPANY'S ASSETS

All employees and service providers are responsible for the use, maintenance and protection of the Company's property, such as its premises and equipment. It is incumbent upon the supervisors the responsibility to set forth and communicate to its employees the policies and procedures necessary for the adequate preservation of the Company's material and physical resources.

No employee or service provider may assume the Company's assets or resources neither use them for its own benefit.

Non-authorized removal or use of material, physical asset or equipment owned by the Company is considered illicit act and liable of law enforcement.

No employee or service provider may benefit from a work situation to request or obtain physical or financial resources of personal or private interest, such as commercialization of products, raffles, lists or competitors of any nature.



USE AND REGISTRATION OF INFORMATION

The documents - agreements, financial and accounting registrations, reports of any nature, projects, opinion and market researches, commercial and marketing plans and information management programs - are owned by the Company and may not be used outside CBD or be disclosed, unless duly authorized for publication.

All programs, plans and projects, developed or created during the activity period with the Company are owned by CBD. This material may only be removed or disclosed by means of the compliance with duties of the professional activity in the name of the Company and must be returned and maintained in its files.

Each employee and service provider must ensure that the information belonging to the Company are duly protected and may not be accessed by non-authorized people.

Conferences, lectures and presentations referring to the Company or containing information on its activities may only be carried out by means of a previous authorization of the corresponding Executive Management.

Any external or employee request for the performance of academic/school papers focused on the Company's activities, as long as not referring to strategic information and matters, must be authorized by the respective Executive Management.

All employees are responsible for safe and accurate information contained in the registrations and documentations which sustain the Company activities, therefore they must ensure the data correction and adequacy, as well as maintain and safeguard all the documentation according to the procedures set forth and the requirements of the protection and control policy of the Company's assets.



USE OF ELECTRONIC MEANS OF COMMUNICATION

Electronic communication resources and equipment are assets of the Company for exclusive use of activities of its interest. The Company reserves the right to control and monitor Internet access of all equipment interconnected to its information technology system.

All the Company's information subject to disclosure is available on our website (http://www.grupopaodeacucar.com.br), therefore the transmission through the Internet of any internal document or information, of confidential character, is not allowed.

Each employee and service provider is responsible to send, maintain and protect data, files or other material - such as software and hardware - of the Company's electronic information system. Everyone who uses Internet and Intranet as means of communication must use them in his/her own name, never as another person, not admitting the use of any other password other them his/her own.

Any software which does not comply with the Company's policies or copyright and licensing agreements applicable to each situation may be added to the Company's electronic communication system. Transmission of files, images, interactive games or messages which do not interest the Company are not allowed.

Every employee and service provider must use the available electronic communication resources only and solely for professional purposes within the legal requirements and according to the ethical principles of this Code, thus he/she must not transmit defamatory comments, use languages, images or files which are offensive or persuade any form of discrimination.



INTELLECTUAL PROPERTY

Employees must protect and safeguard the ideas, programs, plans and projects conceived by the Company or developed by employees when and during their professional bond period.


ENVIRONMENT

. using natural resources without damaging the environment;

. storing and discarding residue according to the sanitary norms and regulations;

. using recyclable material, whenever viable;

. encouraging material recycling, whenever viable;

. projecting new facilities and revamps by integrating them, without damaging the environment natural balance;

. selecting raw material and manufacturing processes, negative impact of which on the environment is minimal;

. installing equipment for control and preservation of better environmental conditions, by ensuring minimal air, noise and visual pollution.



MANAGEMENT AND ENFORCEMENT OF THE CODE OF ETHICS

COMPLIANCE WITH THE CODE

This Code of Ethics directly applies to all employees and service providers and reflects the values and culture of Companhia Brasileira de Distribuição. Its compliance reveals the professionalism and transparency commitment in all our actions at work.



CODE VIOLATION

All information referring to possible ethical violations or illegal activities will be confidentially received and dealt with, not admitting retaliation of any nature. The Company undertakes to maintain confidentiality on the identity of those who report and/or participate in the investigation on the violation of the Code of Ethics.

In doubt situations as to the policies and practices of this Code, the employee or service provider must contact his/her supervisor. If, even though, he/she remains in doubt, he/she must contact any member of the Ethics Committee.

The internal e-mail of the Ethics Committee and "LigAção" - 0800-55-57-11 may be accessed from any place at any time.

In the case of the service providers and suppliers, the non-compliance with the Company's Code of Ethics may result in disciplinary sanctions or immediate suspension of the agreement and, as the case may be, in legal proceedings.



EXEMPTION TO THE CODE OF ETHICS ENFORCEMENT

Any exemption or suspension to the enforcement of the orientations presented herein may only occur by means of the Board of Directors' authorization or by a Board Committee, and its duly information to the Executive Management and to the Ethics Committee and disclosure with the shareholders is necessary.



RESPONSIBILITIES

LEADERSHIPS

• To be an example of ethical conduct for the people lead by them.

• To read, understand, comply with and make the Code of Ethics to be complied with.

• To disclose the Code of Ethics among their employees and ensure its reading and understanding.

• To take responsibility over the filling out and execution of the Declaration of Commitment to the Code of Ethics and its proper filing with the Human Resources Department.

• To guide employees about actions or situations which represent possible doubts or ethical dilemmas.

• To contact the Ethics Committee for clarification and orientation as to situations and/or facts which represent doubts or ethical dilemmas.

• To communicate the Board of Executive Officers and the Ethics Committee cases of non-compliance with the Code of Ethics.

EMPLOYEES

. To be an example of ethical conduct for their coworkers.

. To read, understand and comply with the Code of Ethics.

. To discuss with their supervisor possible ethical dilemmas or situations.

. To communicate to their supervisor or immediately to "LigAção" - 0800-55-57-11 situations and/or facts they become aware of and that are configured as violations of the Code of Ethics.



HUMAN RESOURCES

. To read, understand and comply with the Code of Ethics.

. To disclose the Code of Ethics and information relating to the matter.



ETHICS COMMITTEE

• To periodically elaborate and review the Code of Ethics.

• To subsidize supervisors with information on the principles, norms and procedures relating to the Code of Ethics.

• To receive information of violation of the Code of Ethics.

• To ensure confidentiality on the information received.

• To analyze and evaluate the violations of the Code of Ethics, supporting the decision making.

• To forward to the Board of Executive Officers the most serious cases of violations of the Code of Ethics.

. To disclose the actions and measures taken concerning the violations of the Code of Ethics.



EXECUTIVE MANAGEMENT

. To be an example of conduct and commitment to the policies and practices contained in the Code of Ethics.

. To be responsible for the enforcement of the ethical guidelines in its area.

. To conduct the employees under its responsibility to the total compliance with the principles and orientations of the Code of Ethics.

. To approve the elaboration, review and disclosure of the Code of Ethics.

. To make the management decisions in the most serious cases of violations of the Code of Ethics.



COMMITMENT AND COMPLIANCE

The ethical integrity and reputation of Companhia Brasileira de Distribuição are responsibilities of each one of us and the service providers who interact with our actions, products and services, and constitute a fundamental guidance for our daily practices. The execution of the declaration of Commitment and Compliance, attached to this Code of Ethics, is the expression of the free consent and agreement to the compliance with these principles.

I understand that this Code of Ethics reveals the Values and Principles of Companhia Brasileira de Distribuição, reflecting professionalism and transparency commitment. I hereby undertake to fully comply with it in all my actions at work.

Name:_________________________________________

Position::______________________________________

Cost Center: __________________________________

_______________, _____________ 20___.

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SIGNATURE