Exhibit
4.11


 


Free
translation 


 


1591/2016


 


PRIVATE
INSTRUMENT FOR EXPENSE SHARING AGREEMENT


 


Through
this private instrument, the parties ("Parties") identified below:


 


		(i)	COMPANHIA
                                         BRASILEIRA DE DISTRIBUIÇÃO, a publicly-held corporation, with principal
                                         place of business in the City of São Paulo, State of São Paulo, at Av.
                                         Brigadeiro Luis Antônio, No. 3.142, Jardim Paulista, Postal Code (CEP) 01402-000,
                                         enrolled with the National Corporate Taxpayer's Register of the Ministry of Finance ("CNPJ/MF")
                                         under No. 47.508.411/0001-56, hereinafter simply referred to as "CBD";



 


		(ii)	VIA
                                         VAREJO S.A., a publicly-held corporation, with principal place of business 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 CNPJ/MF under No. 33.041.260/0652-90,
                                         hereinafter simply referred to as "VVar";



 


		(iii)	CNOVA
                                         COMÉRCIO ELETRÔNICO S.A., a corporation, with principal place of
                                         business in the City of São Paulo, State of São Paulo, at Rua Gomes de
                                         Carvalho, No. 1.609, 3o ao 7o andares, Vila Olímpia, CEP 04547-006,
                                         enrolled with the CNPJ/MF under No. 07.170.938/0001-07, hereinafter simply referred to
                                         as "Cnova";



 


		(iv)	SENDAS
                                         DISTRIBUIDORA S.A., a corporation, with principal place of business in the City
                                         of São João de Meriti, State of Rio de Janeiro, at Rua João Antonio
                                         Sendas, No. 286, José Bonifácio, CEP 25565-330, enrolled with the CNPJ/MF
                                         under No. 06.057.223/0001-71, hereinafter simply referred to as "Sendas";



 


CBD,
VVar, Cnova, and Sendas are jointly referred to as "Parties", and, individually and indistinctly, as "Party";


 


PREAMBLE


 


I. WHEREAS
the Parties belong to the same economic group, Grupo Pão de Açúcar, controlled by Casino Guichard-Perrachon
SA ("Casino"), and have an interest in sharing common support activity, in order to optimize the use of human
resources and available materials, simplifying, rationalizing, and standardizing processes, providing greater agility and operational
productivity, through the sharing of common expenses for the shared resources;


 


II. WHEREAS
the sharing of expenses avoids favoring one Party over the others, through the allocation and equitable distribution of the respective
share of common expenses, determined based on the actual use of the resources shared by the Parties;


 


III. WHEREAS
the purpose of the Parties is solely to share the material structure and human resources necessary for their support activity
and to share the corresponding expenses, without any Party intending to obtain any equity advantage or profit in relation to the
others;


 


NOW,
THEREFORE, the Parties decide to enter into this Private Instrument for Expense Sharing Agreement ("Instrument"),
in accordance with the following terms and conditions:


 


1. Subject
Matter


 


1.1. This
Instrument aims to establish the terms and conditions for the sharing of material and human resources between the Parties, as
described in Annex I to this Instrument ("Shared Resources"), as well as the sharing of the expenses and
costs incurred in the actual use of such Shared Resources, with no profit purpose for any of the Parties, with no compensation
due to any of the Parties regarding the Shared Resources.


 






    


     


    




 


1.2. The
Parties recognize and agree that this Instrument may also include the sharing of common expenses incurred by the Parties when
carrying out other routine support activity, as may be necessary for the proper administrative performance of the Parties, subject
to the procedures provided for in Section 4 ("Additional Shared Resources").


 


2. Criteria
for Sharing Expenses


 


2.1. All
expenses and costs incurred by the Parties in relation to Shared Resources, including, without limitation, the full compensation
of employees, respective labor and social security charges, depreciation charges for fixed assets used and general office expenses,
will be shared from time to time between the Parties in proportion to the Shared Resources actually used by each of the Parties
in the reference month, according to the criteria (drivers) indicated in Annex I to this Instrument.


 


2.2. The
Parties hereby agree that the sharing criteria indicated in Annex I to this Instrument may be amended at any time, complying
with the procedures set forth in Section 4, always with the purpose of correctly and reliably reflecting the interest attributable
to each Party in the total expenses to be shared.


 


3. Committees


 


3.1. Management
Committee


 


		3.1.1.	The
                                         Parties must set up a management committee ("Management Committee"),
                                         which will be an advisory body composed of four (4) members, and each one (1) of them
                                         will be appointed by one of the Parties, from among their own executives.



 


		3.1.2.	The
                                         Management Committee will be responsible for reviewing and validating the Monthly Consolidated
                                         Reports, as defined in Section 7.1.3 below. After validation of the Monthly Consolidated
                                         Reports, each Party shall carry out the accounting for the expenses related to the Shared
                                         Resources actually used in the immediately preceding month.



 


3.2. Approval
Committee


 


		3.2.1.	The
                                         Parties must set up an Approval Committee ("Approval Committee"), which
                                         will be a body composed of four (4) members, and each one (1) of them will be a CFO from
                                         the Parties.



 


		3.2.2.	The
                                         Approval Committee will be responsible for validating the Quarterly Consolidated Reports,
                                         as defined in Section 7.2.1 below for approval of the issue of debit notes by the Parties
                                         for reimbursement for each Quarter.



 


3.2.2.1. For
the purposes of this Instrument, "Quarter" means each of the following three (3) month-periods in the calendar
year: each period between the dates of (i) January 1 and March 31; (ii) April 1 and June 30; (iii) July 1 and September 30; and
(iv) October 1 and December 31.


 


4. Amendments
to the Instrument


 


4.1. Amendment
Proposal


 


		4.1.1.	If
                                         CBD intends to (i) amend the sharing method and/or the criteria adopted for apportioning
                                         the Shared Resources described in Annex I to this Instrument; and/or (ii) establish
                                         the sharing method and the criteria that must be adopted for sharing the Additional Shared
                                         Resources, CBD shall notify the other Parties in this regard, in writing.



 






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		4.1.2.	If
                                         any of the Parties does not agree with CBD's proposal, within sixty (60) days from the
                                         date of receipt of the notice, such Party must notify CBD, in writing, indicating its
                                         disagreement ("Disagreeing Party").



 


4.1.2.1. Within
ninety (90) days of receipt of the notice by CBD, the Disagreeing Party undertakes to take all necessary measures for the transition
so that the activities subject matter of the Shared Resources that will no longer be carried out by CBD for the Disagreeing Party
are carried out internally or by a hired third party or by the Disagreeing Party, at the Disagreeing Party's discretion, including
provision by CBD of all necessary information and documents, as well as the provision of all necessary assistance from CBD for
such purposes. After said term, the Disagreeing Party will declare that it will not be part of the sharing of certain Shared Resource
or Additional Shared Resource, with the consent of the other Parties.


 


		4.1.3.	In
                                         the event neither Party expresses itself to the contrary within the aforementioned period,
                                         CBD's proposal shall be considered accepted by the Parties.



 


		4.1.4.	The
                                         Parties that agree with CBD's proposal must, respectively, as the case may be:



 


(a) enter
into an instrument for sharing amendment of the Shared Resources, substantially in the form of Annex II to this Instrument,
establishing the new sharing method and/or the criteria to be adopted for the Shared Resource, as proposed by CBD ("Instrument
for Sharing Amendment"): and/or


 


(b) enter
into an Instrument of Additional Shared Resources Apportionment, substantially in the form of Annex III to this Instrument,
with the description of Additional Shared Resources, the sharing method and the criteria adopted for sharing of Additional Shared
Resources, as proposed by CBD ("Additional Instrument for Sharing").


 


		4.1.5.	The
                                         Instruments for Sharing Amendment and Additional Sharing Terms that are executed by and
                                         between the Parties will be considered part of the Instrument.



 


4.2. Partial
Withdrawal


 


		4.2.1.	If
                                         any of the Parties at any time, for any reason, is no longer interested in being part
                                         of sharing the Shared Resources or Additional Shared Resources subject matter of this
                                         Instrument, it shall notify CBD in writing of its intention, with the description of
                                         the Shared Resource or Additional Shared Resource that it no longer intends to share.



 


		4.2.2.	Within
                                         ninety (90) days of receipt of notice by CBD, the said Party is assured that CBD will
                                         carry out all the measures set forth in Section 4.1.2.1. After said term, said Party
                                         will declare that it will no longer be part of the sharing of certain Shared Resource
                                         or Additional Shared Resource, with the consent of the other Parties.



 


5. Parties'
Obligations


 


5.1. Without
prejudice to other obligations assumed in accordance with this Instrument and the applicable law, the Parties shall:


 


(i) provide
the other Parties, as set forth in this Instrument, with reports, documents, and other information related to the use and/or availability
of Shared Resources;


 


(ii) make
timely reimbursements due, in accordance with the Quarterly Final Reports;


 






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(iii) communicate
in a timely manner, in writing, any disagreements, instructions, procedures, requirements, or other information in accordance
with this Instrument;


 


(iv) make
the Shared Resources under its administration available, as applicable, in order to provide the other Parties with the necessary
administrative support for the development of their activities, in compliance with the instructions and based on the information
and documents provided by them; and


 


(v) prepare
and submit expense reports and debit notes on a timely basis, as applicable, pursuant to Sections 7 and 8.


 


6. Labor
Obligations


 


6.1. In
compliance with the provisions of Section 2.1, the Parties expressly acknowledge that there is no employment relationship between
the employees and/or service providers of a Party and the other Parties, with each Party assuming the costs and respective labor
and social charges of its employees, including labor, insurance, social security, and tax obligations to its employees.


 


6.2. Without
prejudice to the provisions of Section 6.1 above, any expenses incurred by the Parties, including any severance pay and obligations
resulting from labor claims, related to their employees allocated in the support activity included in Shared Resources, shall
be reimbursed under the terms of Sections 7 and 8, based on the sharing criteria established in Section 2.


 


7. Calculation
of Expenses


 


7.1. Monthly
Calculation. Each month of the calendar year, the Parties undertake to carry out the following acts for the purposes of calculating
expenses related to Shared Resources actually used in the immediately preceding month:


 


7.1.1. By
the fifth (5th) business day of each month, each Party will close accounting of the expenses related to the Shared
Resources actually used in the immediately preceding month ("Monthly Closing").


 


7.1.2. By
the eighth (8th) business day of each month, each Party shall submit to CBD the respective expense reports referring
to the Shared Resources actually used in the immediately previous month, as determined in the respective Monthly Closing ("Preliminary
Reports").


 


7.1.3. By
the fifteenth (15th) day of each month, CBD shall process the information contained in the Preliminary Reports received
and prepare a consolidated expense report, considering the Shared Resources actually used by the Parties, with an indication of
the net amounts to be reimbursed by each of the Parties, based on the sharing criteria established in Section 2 ("Monthly
Consolidated Report").


 


7.1.4. By
the twentieth (20th) day of each month, CBD must submit the Monthly Consolidated Report to the Management Committee
for validation.


 


7.1.5. By
the twenty-fifth (25th) day of each month, the Management Committee will approve the respective Monthly Consolidated
Report to be accounted for by the Parties.


 


7.2. Quarterly
Calculation. Each month following the end of each Quarter of the calendar year, the Parties undertake to carry out the following
acts for purposes of reimbursing the expenses related to Shared Resources actually used in the immediately preceding Quarter:


 


7.2.1. By
the twenty-fifth (25th) day of the month following the end of each Quarter, the Management Committee, after approving
the Monthly Consolidated Reports for each Quarter, will forward a final report containing the information in the Monthly Consolidated
Reports for each Quarter ("Quarterly Consolidated Report") to the Approval Committee.


 






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7.2.2. If
none of the Parties makes any statement within five (5) days from the issue date of the Quarterly Consolidated Report, the Quarterly
Consolidated Report must be considered accepted by the Parties, which will be considered the final quarterly report ("Final
Quarterly Report").


 


7.2.3. Within
five (5) days from the issue date of the Quarterly Consolidated Report, any Party that disagrees with the Quarterly Consolidated
Report must notify CBD in writing indicating its duly substantiated disagreement at the discretion of CBD ("Notice of
Disagreement").


 


7.2.4. Within
sixty (60) days from receipt of the Notice of Disagreement by CBD, the Parties will make every effort to reach an agreement on
the adjustments to be made to the Quarterly Consolidated Report for the issue of the Final Quarterly Report. If the Parties do
not reach an agreement within this period, the Parties undertake to hire an independent specialized company to evaluate the Quarterly
Report ("Consultant"). The Consultant's opinion on the Quarterly Consolidated Report, which must be issued after
thirty (30) days of its hiring, must be final and binding upon the Parties.


 


7.2.5. Within
five (5) days from the issue date of the Consultant's opinion, CBD shall issue the final quarterly report reflecting the adjustments
requested by the Consultant, as the case may be.


 


8. Reimbursement
of Expenses


 


8.1. For
the purpose of reimbursing the expenses subject matter of this Instrument, (i) on the thirtieth (30th) day of the month
following the end of each Quarter of the calendar year, or (ii) on the fifth (5th) business day following the issue
of the Final Quarterly Report to the last month of each Quarter, whichever comes first, Parties that have amounts receivable must
issue debit notes in the amount applicable to each Party involved in sharing ("Debit Notes"). The net amounts
specified in the debit notes and detailed in the Final Quarterly Report must then be reimbursed by the Parties no later than the
fifth (5th) business day after receipt of the Debit Notes by the Parties which must make such reimbursements.


 


8.2. Unless
otherwise agreed by the Parties, the reimbursement set forth in Section 8.1 must be by bank transfer, with the respective transfer
receipt considered proof of settlement of the reimbursement due, corresponding to the relevant Quarter.


 


9. Reimbursement
for 2016 Expenses


 


9.1. The
Parties hereby acknowledge and agree that, except regarding the sharing of expenses related to the Shared Resources actually used
by the Parties in the period between December 1, 2016, and December 31, 2016 ("Previous Period"), the Parties
must send the Preliminary Reports to CBD, considering all expenses incurred in the Previous Period, applying, mutatis mutandi,
all the provisions of Sections 7 and 8.


 


9.2. For
the avoidance of doubt, all the terms and conditions agreed in this Instrument, which, by their nature, are compatible with the
sharing of expenses incurred by the Parties in the Previous Period, must be fully observed and complied with by the Parties in
relation to the sharing and reimbursement of such expenses from the Previous Period.


 






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10. Fine


 


10.1. Failure
to make any payment within the deadlines set out in this Instrument by either Party will automatically subject the defaulting
Party to the payment of a fine of ten percent (10%) on the amount due, corrected in accordance with the variation of the General
Market Price Index of the Getulio Vargas Foundation (IGP-M (FGV)), plus default interests of one percent (1%) per month, calculated
proportionately on the amount due from the date of default until the date of the respective settlement.


 


11. Term
and Termination


 


11.1. Term
of Effectiveness. This Instrument will remain in effect, as of its execution, for up to twenty-four (24) months.


 


11.2. Events
of Early Termination. This Instrument may be terminated, at any time, by any of the Parties, by means of written communication,
sent at least ninety (90) days in advance to the other Parties, in any of the following events:


 


		(i)	bankruptcy,
                                         dissolution, liquidation, or court-supervised or out-of-court reorganization, requested
                                         or ratified by either Party;



 


		(ii)	either
                                         Party ceases to be controlled by Casino;



 


		(iii)	non-compliance
                                         by either Party with any of the terms and conditions set forth in this Instrument; or



 


		(iv)	by
                                         mutual agreement between the Parties.



 


11.3. Consequences
of Early Termination. Within said ninety (90) days of receipt of the notice by CBD, the Party that terminates this Instrument
undertakes to take all necessary measures for the transition so that the activities subject matter of the Shared Resources that
will no longer be carried out by CBD for that Party are carried out by a hired third party or by internally by the relevant Party,
at its discretion, including the provision by CBD of all necessary information and documents, as well as the provision of all
necessary assistance from CBD for such purposes.


 


11.3.1. In
the event of early termination of this Instrument, due to the provisions of Section 11.2(ii), if the Party that is no longer controlled
by Casino is still interested in hiring CBD or another company from Grupo Pão de Açúcar to provide the administrative
services subject matter of the sharing in this Instrument, the Parties shall analyze whether they will be interested in and/or
whether there will be continuity in the service provision. If so, the Parties shall agree on the terms and conditions for any
service provision, which will be formalized by entering into an agreement.


 


11.3.2. In
addition, either Party has the right to partly terminate this Instrument pursuant to Sections 4.1.2 and 4.2.1, provided that the
requirements and terms set out in such sections are complied with.


 


12. General
Provisions


 


12.1. Offset:
The Parties agree that any debts and credits existing between the Parties may be offset under the terms of the law in force.


 


12.2. Taxes.
Any and all taxes, charges, fees, and contributions due or that may be due as a result of this Agreement will be borne by its
taxpayer, as defined in the law that governs and/or regulates them, where applicable.


 


12.3. Confidentiality.
The Parties undertake to maintain complete confidentiality of the data and information which they may obtain and/or use to comply
with this Instrument and not to use it for purposes other than that provided for in this Instrument, as well as to return or destroy
such data and information if requested by the Party that provided it, during the period of effectiveness of this Instrument and
after its termination.


 






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12.4. Entire
Agreement. This Instrument contains the full agreement and understanding between the Parties regarding its subject matter
and specifically supersedes any prior understanding of the Parties on the matter contained herein.


 


12.5. Waiver.
Any possible omission or tolerance by any of the Parties in relation to the breach of the terms of this Instrument, will only
apply in an isolated manner and will not be understood as a waiver of the rights arising from this Instrument nor will it represent
revocation, amendment, or novation of the obligations assumed herein, nor will it exempt the Parties from full compliance with
their obligations as provided for herein.


 


12.6. Amendment.
Except as otherwise provided for in this Instrument, this Instrument may not be modified or amended except by written instrument
and executed by all Parties.


 


12.7. Severability.
Should any provision of this Instrument be deemed null and void, annullable, invalid, or ineffective, no other provision hereof
shall be affected as a result, so that the remaining provisions of this Instrument shall remain in full force and effect as if
such null and void, annullable, invalid, or ineffective provision had not been included in this Agreement.


 


12.8. Assignment.
Neither Party may assign this Instrument or the rights and obligations arising therefrom, in whole or in part, without the express
prior written consent of the other Parties.


 


12.9. Binding
Effect. This Instrument is entered into irrevocably and irreversibly, and creates legal, valid, and binding obligations for
the benefit of the Parties and their respective authorized successors and assignees.


 


12.10.     Applicable
Law. This Instrument will be governed by the laws of the Federative Republic of Brazil.


 


In
witness whereof, the parties enter into this agreement in four (4) copies, before the witnesses mentioned below.


 


São
Paulo, December 15, 2016


 


COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO


 


(sgd)


NAME:
Christophe Hidalgo


TITLE:
VP of Finance


 


(sgd)


NAME:
Antonio Salvador


TITLE:
VP Human Resources


 


VIA
VAREJO S.A.


 


(sgd)


NAME:
Marcelo Lopes


TITLE:
VP Logistics and IT


 


(sgd)


NAME:
Flávio Dias


TITLE:
Executive Officer


 






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CNOVA
COMÉRCIO ELETRÔNICO S.A.


 


(sgd)


NAME:
Marcelo Lopes


TITLE:
VP Logistics and IT


 


(sgd)


NAME:
Flávio Dias


TITLE:
Executive Officer


 


SENDAS
DISTRIBUIDORA S.A.


 


(sgd)


NAME:
Belmiro


TITLE:
[blank]


 


(sgd)


NAME:
José Marcelo


TITLE:
[blank]


 


Witnesses:


 


1.
(sgd)


Name:
Cosme Rafael Ap. Correia de Morais


Identity
Card (RG) No.: 42.046.510-8


Individual
Taxpayer's Register (CPF): 350.642.108-50


 


2.
(sgd)


Name:
Nagella Domenique Felix


Identity
Card (RG) No.: 43.795.377-4


Individual
Taxpayer's Register (CPF): 421.179.818-95


 


[Stamp
of Via Varejo, Legal, initialed]


 


 


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