COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

AUTHORIZED-CAPITAL PUBLICLY-HELD CORPORATION

Corporate Taxpayer’s Registry (CNPJ/MF) number 47.508.411/0001-56

MINUTES OF THE MEETING HELD BY THE BOARD OF DIRECTORS

ON JUNE 18 2012

1.            DATE, TIME AND PLACE: On the eighteenth day of June, 2012, at 10 a.m. at the headquarters of Companhia Brasileira de Distribuição (“Company”), at Avenida Brigadeiro Luís Antônio, no. 3142, in the Capital of the State of São Paulo.

2.            MEETING BOARD: Chairman: Abilio dos Santos Diniz; Secretary: Renata Catelan P. Rodrigues. 

3.            CALL NOTICE AND ATTENDANCE: Call notice duly served under Section 15 of the Company’s By-laws. The majority of the acting board members were present at the meeting.

4.            AGENDA: Examination, discussion and voting of a proposal involving the granting of a guaranty by the Company in order to secure the due performance of the obligations to be undertaken by Nova Casa Bahia S.A., a corporation with registered office in the city of São Caetano do Sul, State of São Paulo, at Avenida Conde Francisco Matarazzo, 100, Centro [District], enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under no. 10.757.237/0001-75 (“Issuer”), within the ambit of its first (1st) issue of simple debentures, not convertible into shares, of the unsecured type, in the total amount of four million Brazilian reals (R$400,000,000.00) (“Issue” and “Debentures”, respectively).

5.            RESOLUTIONS: Following examination, analysis and discussion of the matter in the agenda, the directors present at the meeting have resolved, by unanimous vote:  

(i)           To approve the granting of a guaranty by the Company in order to secure the due, faithful and punctual performance of the obligations to be undertaken by the Issuer within the ambit of the Issue, as stated in the Indenture (“Indenture”), whereby it commits to be liable in the capacity of guarantor and principal debtor, jointly and severally liable for the full payment of any and all amounts, either principal or ancillary, undertaken and owed by the Issuer under the Indenture, including but not limited to the amount of the amortization of the principal, the earnings on the Debentures and the applicable delay charges, resulting from the Indenture, as well as any and all costs or expenses proven incurred or to be incurred by the fiduciary agent of the Issue or by the owners of Debentures as a result of processes, proceedings and/or other judicial or extrajudicial remedies necessary to protect its rights and powers arising from the Indenture and further amendments thereto. The guaranty shall be granted by the Company, without prejudice to other guaranties or securities that might be placed, expressly waiving the rights to secondary liability, rights and options to exemptions of any nature set out in Sections 333, Sole Paragraph, 366, 824, 827, 830, 834, 835, 836, 837, 838 and 839 of Law no. 10,406, dated January 10^th 2002, as amended, and in Sections 77 and 595 of Law no. 5,869, dated January 11^th 1973, as amended; and

(ii)          To authorize the Company management to execute all the instruments necessary to formalize the guaranty herein approved, as well as to take all the steps needed to cause said guaranty to be effective, including the definition and approval of the content of the documents connected with the granting of the guaranty, as well as publication and registration of the aforementioned documents with the competent authorities.

6.            APPROVAL AND EXECUTION OF THE MINUTES: With nothing further to come before the board, the works were adjourned for these minutes to be drafted. The works being duly reopened, these were read, approved and signed by all present. São Paulo, June 18^th 2012. Chairman of the Meeting Board – Abilio dos Santos Diniz; Secretary of the Meeting Board – Renata Catelan P. Rodrigues. Directors present: Abilio dos Santos Diniz, Ana Maria Falleiros dos Santos Diniz D’Ávila, João Paulo Falleiros dos Santos Diniz, Pedro Paulo Falleiros dos Santos Diniz, Geyze Marchesi Diniz, Antoine Marie Remi Lazars Giscard d’Estaing, Arnaud Strasser, Jean Louis Bourgier, Candido Botelho Bracher, Fabio Schvartsman, Pedro Henrique Chermont de Miranda, Guilherme Affonso Ferreira and Ulisses Kameyama. A summary of the minutes has been drafted on the relevant book, under Paragraph 3 of Section 130 of the Brazilian Corporations Law.

Renata Catelan P. Rodrigues

Secretary of the Board Meeting