COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

Tax payer’s Registry (CNPJ/MF) Number 47.508.411/0001‐56

State Registration Number (NIRE) 35.300.089.901

MANAGEMENT PROPOSAL FOR THE GENERAL SHAREHOLDERS MEETING

TO BE HELD ON THE FEBRUARY 20^th, 2013

Dear shareholders,

The management of Companhia Brasileira de Distribuição (“Company”) hereby present, for discussion on the general shareholders meeting to be held on February 20^th, 2013, at 9:00am, at the Company’s registered offices, at Avenida Brigadeiro Luís Antonio, No. 3.142, sala 1, at the city and state of São Paulo, a proposal for the election of 2 (two) members for the Company’s Board of Directors, in substitution of the members Geyze Marchesi Diniz and Pedro Paulo Falleiros dos Santos Diniz.

In compliance with the provisions of Section 10 of CVM Instruction No. 481/2009, information required in items 12.6 to 12.10 of the Company’s Reference Form (Formulário de Referência) is attached to this proposal in connection with the candidates indicated by the controlling shareholder of the Company, to be elected as members of the Company’s Board of Directors (Annex I).

We request that the shareholders that intend to appoint attorneys‐in‐fact to act on their behalf at the general meeting send the proper documents evidencing they are shareholders of the Company and the powers of attorney granted at least seventy two (72) hours before the meeting is held. Such documents shall be sent to the Company’s Corporate Legal Department, at AvenidaBrigadeiro Luís Antonio, No. 3.142, at the city and state of São Paulo, through registered mail.

Copies of this proposal, as well as the Call Notice for the general meeting in reference, are available to the shareholders at the Company’s registered offices, at the Company’s investors relations website (www.grupopaodeacucar.com.br/ri) and at the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) website (www.cvm.gov.br).

São Paulo, February 4^th, 2013

BOARD OF DIRECTORS

ANNEX I

Information of the candidates for the position of members of the Company’s Board of Directors

Items 12.6 to 12.10 of the Company’s Reference Form

12.6. In relation to each of the members of management and fiscal council, indicate, in a chart:

12.7. Provide information of item 12.6 in relation to members of committees provided for in the Bylaws, as well as audit, risk, financial and compensation committees, even if such committees or bodies are not provided for in the Bylaws:

Applicable information provided in the preceding item.

12.8. In relation to each member of management and fiscal council, provide:

a.         Resume:

Mr. Luiz Fernando Figueiredo is currently founding partner and member of the Executive Committee of Mauá Sekular Investimentos and founding partner of Gávea Investimentos, as well ANBIMA’s Officer. Mr. Figueiredo has previously acted as Officer of the Brazilian Central Bank (Banco Central do Brasil) between 1999 and 2003 (responsible for the departments of Open Market, Banking Operations and Payment Systems (DEBAN) and Exchange), former partner and treasury officer of Bank BBA (Banco BBA), AMEC’s Officer member of Market Committe of BM&F.

Mr. Claudio Eugenio Stiller Galeazzi is currently partner and Director of BTG Pactual and Officer of the São Paulo Modern Art Musem (Museu de Arte Moderna SP MAM). Mr. Galeazzi has previously acted as CEO of Sendas Distribuidora S.A. and Companhia Brasileira de Distribuição (Pão de Açúcar), CEO and Chairman of Lojas Americanas, Chairman and CEO of Artex, Commercial Vice President of British Petroleum Mining in Brazil, Chairman and CEO of Cia. Estanifera do Brasil (CESBRA), joint venture between British Petroleum and BRASCAN, Superintendent of Ceramica Cecrisa and Portinari. Chairman and CEO of Vila Romana and VR. Chairman and CEO of Laticinios Mococa. He has appointed by the President of Brazil to act for 5 years as President of the National Council of SESI, in Brasilia. He has acted as Officer of Instituto Euvaldo Lodi (IEL), Vice President of the National Factoring Association (ANFAC), Officer of the Sao Paulo Industry Federation (Federação das Indústrias de São Paulo). In the past, he has acted as member of several Board of Directors.

b.         Description of any of the following events which have occurred in the previous 5 years: (i) any criminal conviction; (ii) any conviction within an administrative proceeding conducted by CVM and the penalties applied; and (iii) any conviction not subject to appeal, judicial or administrative, which has suspended or forbidden the performance of any professional or commercial activity.

Mr. Luiz Fernando Figueiredo and Mr. Claudio Eugenio Stiller Galeazzi have nothing to declare and were not subject to any of the possibilities listed in this item

12.9. Provide information on marital relationship, civil partnership or family connection (up to second degree) among: (a) the Company’s managers; (b) (i) the Company’s managers and (ii) managers of companies directly or indirectly controlled by the Company; (c) (i) managers of companies directly or indirectly controlled by the Company and (ii) the Company’s direct or indirect controlling persons or companies; and (d) (i) the Company’s managers and (ii) managers of the Company’s direct or indirect controlling companies.

Mr. Luiz Fernando Figueiredo and Mr. Claudio Eugenio Stiller Galeazzi have nothing to declare and are not subject to any of the possibilities listed in this item.

12.10. Provide information on subordination relationship, rendering of services or controlling relationships existing in the last 3 fiscal years, between management members and (a) companies directly or indirectly controlled by the Company; (b) the Company’s direct or indirect controlling persons or companies; and (c) where relevant, supplier, client, borrower or creditor of the Company, of companies controlled by the Company, of the Company’s controlling persons or companies and of companies controlled by any of such persons or companies.

Mr. Luiz Fernando Figueiredo has nothing to declare and is not subject to any of the possibilities listed in this item.

Mr. Claudio Eugenio Stiller Galeazzi has acted as Company’s CEO, until March 2010. He is the indirect controlling shareholder of Galeazzi Associados, which rendered services to the Company in the last 3 (three) fiscal years.

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