COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Corporate Taxpayer’s ID (CNPJ/MF) 47.508.411/0001-56
MINUTES OF THE BOARD OF DIRECTORS’ EXTRAORDINARY MEETING
HELD ON MAY 30, 2006
On May 30, 2006, at 6:30 p.m. the Board of Directors’ members of Companhia Brasileira de
Distribuição have met at the company’s headquarters, located at Av. Brigadeiro Luiz
Antonio, 3142, in the city and state of São Paulo. The Board of Directors’ Chairman, Mr.
Abilio dos Santos Diniz assumed presidedthe chair of the meeting, and invited me, Marise
Rieger Salzano, to be his secretary. The Chairman requested me to read the Agenda, which
I did, the content of which is the following: a) examination of resignation submitted by the
Investor Relations Officer, Mr. Fernando Queiroz Tracanella; b) the election of a new Investor
Relations Officer; (c) appointment of a new Officer to represent the Company, pursuant to
paragraphs 1, 2 and 3 of the Article 26 of the Bylaws. After the reading, the Chairman
discussed the item “a” of the Agenda. After discussions, the resignation submitted by the
Investor Relations Officer, Mr. Fernando Queiroz Tracanella, was accepted. The Chairman,
on the Company’s behalf, thanked Mr. Fernando Queiroz Tracanella’s contribution, which
undoubtedly was fundamental for the development and growth achieved by this Company,
becoming more and more solid and advanced. Then discussing the item “b” of the Agenda, by
unanimous vote, the attending members elected to complete the term of office of resigning
officer for the position as Investor Relations Officer, Ms. Daniela Sabbag, Brazilian citizen,
divorced, business administrator, with identity card (RG) 23.508.281-8, SSPSP, individual
taxpayer’s ID (CPF/MF) 262.945.628-56, resident in the city and state of São Paulo, with
business address at Av. Brigadeiro Luiz Antonio, 3172. The officer elected herein declares
under the penalties of law that she is not involved in any of the crimes provided for by laws
preventing her from carrying out business activity, being aware of the provisions in the Article
147 of Law 6,404/76. The officer shall be vested into her position by signing the respective
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Investiture Instrument drawn up in the company’s records. The Chairman clarified that if the
officer elected herein maintains her status as Company’s employee, she may waive the
compensation as administrator, opting for the maintenance of her salary pay. The Chairman
also confirmed herein the current composition of the Board of Executive Officers, which shall
have term of office until the Annual General Meeting approving the accounts for 2007, i.e.,
until April 30, 2008: Chief Executive Officer: Cássio Casseb Lima, Investment and
Construction Officer: Caio Racy Mattar, Pão de Açúcar Business Unit Officer: José Roberto
Coimbra Tambasco, Finance and Administrative Officer: Enéas César Pestana Neto,
Commercial Officer; César Suaki dos Santos, Extra Hypermarket Division Officer: Jean
Henri Albert Armand Duboc, Comprebem/Sendas Business Unit Officer: Hugo Antonio
Jordão Bethlem, Human Resources Officer: Maria Aparecida Fonseca and Investor
Relations Officer: Daniela Sabbag. Other positions of the Board of Executive Officers shall
remain vacant. Then, discussing item “c” of the Agenda, the officer, Mr. Enéas César
Pestana Neto was appointed to replace the officer, Mr. José Roberto Coimbra Tambasco,
who was appointed at this Board meeting held on June 22, 2005, to represent the Company,
pursuant to paragraphs 1, 2 and 3 of the Article 26 of Bylaws. Then, the Chairman ratified the
officers who shall represent the Company, pursuant to the Article 26 and paragraphs: (i)
appoint the Chief Executive Officer and the officers, Messrs. Caio Racy Mattar or Enéas
César Pestana Neto to jointly with another officer represent the Company in the acts to retain
attorneys-in-fact, pursuant to paragraph 1 of the Article 26 of the Company’s Bylaws; (b)
appoint the officers, Messrs. Caio Racy Mattar and Enéas César Pestana Neto, to always
jointly with the Chief Executive Officer, represent the Company in the acts implying the
acquisition, encumbrance or disposal of assets, including real properties, as well as in the
acts to retain attorneys-in-fact for such practices, pursuant to the paragraph 2 of the Article 26
of the Company’s Bylaws; and (c) appoint the Chief Executive Officer or the officers, Messrs.
Caio Racy Mattar or Enéas César Pestana Neto, to jointly with another officer represent the
Company in the management acts, pursuant to the paragraph 3, “a” and “b” of the Article 26
of the Company’s Bylaws. No board member intending to make any other statement, the
Chairman requested them to await the drawing up of these minutes for them to sign. Nothing
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else to be discussed, the meeting was adjourned to draw up these minutes, which were read,
found in compliance, approved and signed by the attending board members. São Paulo, May
30, 2006. signatures). Chairman – Abilio dos Santos Diniz; Marise Rieger Salzano Secretary. signatures) Abilio dos Santos Diniz , Ana Maria F. dos Santos Diniz D’Avila, João
Paulo Falleiros dos Santos Diniz, Geyze Marchesi Diniz, Pedro Paulo Falleiros dos Santos
Diniz, Gerald Dinu Reiss, Maria Silvia Bastos Marques, Candido Botelho Bracher, JeanCharles Henri Naouri, Hakim Laurent Aouani, Jacques Patrice Marie Joseph Tierny, Francis
André Mauger, Joël Luc Albert Mornet, Henri Philippe Reichstul.
This is a free English translation of the original instrument drawn up in the company’s records.
Marise Rieger Salzano
Secretary
Maria Lúcia de Araújo
OAB/SP (Brazilian Bar Association) 189.868