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					 Corporate
Governance
                                              Gobierno Corporativo




1. The statutes of Almacenes Éxito S.A.                    4

2. Corporate Governance                                    34

3.Conflict of Interest and Insider Trading Handbook        76

4. Code of Ethics and Conduct                              88

5. Rules for the Board of Directors                        94

6. Internal Operating Rules Audit Committee                98

7. SIPLA                                                   104




                                                                 3
       The Statutes of
    Almacenes Éxito S.A.




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                                                                              Gobierno Corporativo




                                 The Statutes of
                            Almacenes Éxito S.A.
                                                                                    Chapter I
                             Denomination, regimen, domicile and duration
Article 1 - Denomination and Regimen - ALMACENES ÉXITO S.A. is a stock corporation,
constituted in accordance with Colombian law and governed by it in anything that is not foreseen
in these statutes.

Article 2 - Domicile - The Company is headquartered in Envigado, the Department (State)
of Antioquia, which may be changed through a statutory reform approved by the Assembly of
Shareholders and legalized.

The company may also open business establishments in the form of branch offices or agencies
within or outside the domicile, in the country or abroad.

The Board of Directors will decide to create or close these business units or establishments, and set
the limits of the powers that are conferred on administrators in the corresponding powers granted
to them.

Article 3 - Duration - The duration of the company will expire on December Thirty – First (31), Two
Thousand Fifty (2050), notwithstanding that it may be prorogated before its expiration, by the will of
the Assembly of Shareholders through a statutory reform, or anticipated similarly, or for any of the
grounds prescribed by law.




                                                                                                         5
    Chapter II
    Purpose
    Article 4 - Purpose - The social enterprise or business constituting the purpose of the company
    consists of:

    A) Acquiring, processing, transforming, and, in general, distributing and selling under any
    commercial form, including the financing thereof, of all kinds of national and foreign goods and
    products, including pharmaceutical, medical and other related items at wholesale and/or retail;

    B) Acquiring, creating, organizing, establishing, managing and operating stores, supermarkets, drug
    stores and pharmacies, repositories, warehouses and other commercial establishments destined for
    the purchase of goods and products of all kinds with the intention of reselling them, the wholesale
    and/or retail disposal thereof, the sale of goods and the provision of complementary commercial
    services, according to modern sales systems in stores specialized in multiple businesses and/or
    self – service, among which are those known with the trade name Almacenes Éxito.

    C) Giving or taking commercial premises on lease; receiving or giving sales or business spaces
    or stands in its business establishments, equipment, elements and supplies on lease or another
    title of mere possession, for the operation of businesses to distribute goods or products and the
    presentation of complementary services.

    D) Establishing, financing, promoting and competing with other individuals or corporations in the
    establishment of companies or businesses whose purpose is the production of objects, merchandise,
    articles or elements or providing services related to the operation of commercial establishments that
    are addressed in the previous three (3) points, and linked to those companies as a partner, through
    contributions in money, goods or services.

    E) Acquiring real estate for the establishment of stores, shopping centers or other sites appropriate
    for the distribution of goods and the sale of goods or services; building commercial spaces for use
    by their own commercial establishments, without detriment – with criteria for the rational use of
    land – to dispose of floors, business spaces or departments, rent them or exploit them in any other
    appropriate manner. Also, investing in property, promoting and executing building projects and
    real estate of any kind and investing directly or indirectly in them, forming companies, partnerships
    or temporary ventures, either on their own land or that of others, participating in subdivision,
    development of division programs or plans for housing, shopping centers, industrial or office real
    estate, and selling, renting or exploiting under another modality the respective lots, plots, houses,
    apartments, offices or business spaces.

    F) Applying for investment resources for the purchase of stocks, bonds, commercial papers and
    other securities of free circulation on the market, according to the Board of Directors, for the purpose
    of making stable investments or as a lucrative or transient use of cash surpluses or excess liquidity.

    G) Distributing petroleum – derived liquid fuels wholesale.

    H) Distributing petroleum – derived liquid fuels retail through automotive service stations.

    I) Distributing alcohols, bio – fuels, vehicular natural gas and any other fuel or mixture that has
    application in the automotive, industrial, river, sea and air sectors in all their classes.



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In the development of its purpose, the company may acquire tangible or intangible personal
property or real estate required to carry out the purpose; it may likewise acquire and possess shares,
membership fees and shares in commercial or civil companies, securities of all kinds with the
purpose of stable investment, or as an investment to foster of develop for the use of tax incentives
provided by law; make temporary investments in securities of prompt liquidity for the purpose of
temporary productive use of cash surpluses or excess liquidity or others that are not necessarily
immediately available for the development of social business; import and export goods, products
and all kinds of manufactured goods; issue bonds and/or commercial paper or mass – issuance
securities authorized by legal or reglamentary norms for public placement; take money on loan;
develop or celebrate firm factoring operations with its own resources; create guarantees on its
personal property or real estate; and celebrate the financial operations that allow it to acquire funds
or other assets; or ensure the provision of goods and/or services, one or the other necessary for the
development of the enterprise; act as the agent or representative of national or foreign companies
and celebrate all kinds of contracts related to the distribution of merchandise and/or sale of goods
and services; promote and establish or invest in companies for the development of any activities
falling within the purpose that is indicated above, merger with them or with other companies, absorb
them or split them; acquire brands, logos, trade names, patents or other industrial or intellectual
property rights, exploit them or grant their exploitation to third parties under a contractual license;
and – in general – execute all types of acts and enter into all contracts, whatever their nature,
related to the purpose or whose aim is to exercise the rights and fulfill the obligations legally or
conventionally derived from the existence and activities developed by the company.




                                                                                                          7
    Chapter III
    Capital
    Article 5 - Authorized Capital - The authorized capital of the company, expressed in Colombian
    legal tender, is four billion pesos (COP$ 4,000,000,000), divided into four hundred million (400
    million) ordinary shares with a nominal unit value of ten Pesos (COP$ 10.00). The amount expressed,
    indicative of the authorized capital, may be modified at any time by statutory reform approved by
    the Assembly of Shareholders and then legalized.

    Paragraph: While the company’s shares are traded on public stock markets, the increase in the
    amount of authorized capital, the reduction in the amount of subscribed capital, or the voluntary
    cancellation of the registration of the shares on the National Register of Securities or on the Stock
    Exchange will require approval of the Assembly of Shareholders with an ordinary majority, provided
    that the legal requirements regarding the summons, specifying the agenda, advertising and other
    indications required by Articles 13 and 67 of Law 222 of 1995.

    Article 5 bis - Reduction of Subscribed Capital - The reduction of the subscribed capital may
    be made under the requirements established by law, through a statutory reform approved by the
    Assembly of Shareholders, subject to the legal dispositions regarding majority, motivation of the
    proposal, the specification of the point in the Order of the Day, advertising, and in advance of the
    call.

    Article 6 - Shares in Reserve - The difference between the amount of capital subscribed and
    paid, and the figure for the authorized capital, set out in Article 5, and also the new shares that may
    be created as a result of further increases in that figure, remain in reserve, available to the Board of
    Directors for placement on the opportunities that it identifies and subject to regulations issued for
    this purpose, in accordance with statutory and legal standards.

    Article 7 - Issue and Subscription of Shares - The ordinary shares in reserve are available to
    the Board of Directors to dispose of their issuance when appropriate. The Rules of Subscription will
    be prepared by the Board of Directors, and in relation to it, it will not be necessary to implement the
    provisions of Paragraph d) of Article 41 of Law 964 of 2005.

    The issues will be made with the right of preference. In each new issue of shares, the shareholders
    will be entitled to subscribe, preferentially, an amount proportional to that found registered in the
    Book of Shareholders on the date on which the rules are approved, so that third parties may be
    inscribed once the period of the offer set for the shareholders has expired.

    However, the right of preference does not apply to shareholders in the following cases:

       A) When the Assembly so directs, by the affirmative vote of not less than seventy percent (70%)
       of the shares present at the meeting.

       B) When dealing with issuances destined to be underwritten exclusively by company employees
       because of seniority or its subordinate companies for the excellence of its services or for other
       reasons of equal justice or freely appreciated coexistence and adopted by the Board of Directors,
       the Board of Directors may issue and regulate up to ten percent (10%) of the shares currently
       on reserve, and the same percentage as those that are created in the future to increase the
       authorized capital.

       Accordingly, the Board of Directors will freely determine the number of shares that will be issued,
       the person or persons benefited with the subscription and the proportion in which they are
       subscribed, the price, the form of payment, and all other particulars of the subscription.
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                                                                           Gobierno Corporativo


The Board of Directors may use its faculty as many times as it sees fit, within the limit of the
percentage of shares in reserve aforementioned, as well as recognizing the right to subscribe one
or more times, whether the person is an employee, shareholder or non – shareholders, and also
give the right to future subscriptions of the same class.

Paragraph: Because of legal prohibitions, the right to subscribe may not be given to whoever
performs the fiscal auditing, nor his alternate, but if there is an employee deserving of such a
right, the Board of Directors may confer it with his permanent resignation from the position.

C) In the case of a merger, division or similar action and in all the cases in which there is a
subscription of shares with payment in kind, credit capitalization, as well in those cases in which
the subscription is paid in money, but whose product is destined for the acquisition of fixes
assets or business establishments, the Board of Directors is empowered to issue and regulate –
without being subjected to the right of preference – the number of shares necessary to cover the
value of the property, according to the valuation established by the same Board of Directors and
approved by the respective Office of the Superintendent, if necessary.




                                                                                                      9
     Chapter IV
     Shares
     Article 8 - Features - The company`s shares are registered, ordinary and capital, and as such, give
     the holder all the rights enshrined by law for this kind of shares.

     The Assembly of Shareholders, however, may at any time, with the requirements established in
     these Statutes and the laws, create privileged shares, shares with a preferential dividend and no
     voting rights, enjoyment or industrial shares , and establish different series for one or the other. The
     shares may circulate in a certified or uncertified manner, in accordance with the law.

     Article 9 - Severability - Shares are indivisible and, therefore, when – for any legal or conventional
     cause – a share belongs to several people, they should designate a common, sole representative
     who exercises the rights corresponding to the quality of shareholder.

     In failing to agree, the Judge of the company headquarters will designate the representative, at the
     request of any interested party.

     Article 10 - Securities - The Company will issue each shareholder the title that justifies his quality
     as such, for the total number of shares he holds, unless he requests partially collective shares. The
     company will not issue certificates for fractions of a share.

     The provisional certificates and the final titles will be issued in a continuous series, with the signature
     of the President and the Secretary (of the company) and will contain the indications prescribed by
     law, in accordance with the text and the external form determined by the Board of Directors. For the
     previous purposes, the mechanical reproduction of these signatures is authorized.

     First Paragraph: While the value of the shares is not covered in full, provisional certificates will be
     issued to subscribers only.

     Second Paragraph: In relation with the shares that circulate in a non – materialized form, the
     company will issue global shares, in accordance with the law.

     Article 11 - Registration of the Shares - Both the provisional certificates as well as the final
     titles, as well as the disposal or transfer of shares, the liens and lawsuits that relate to them,
     the pledges and other charges or restrictions on their domain, will be inscribed in the Share
     Register, which will be kept by the company in the manner prescribed by law. This book
     will be registered with the Chamber of Commerce of the headquarters.

     In virtue of the registered nature of the shares, the company will recognize as a shareholder
     or the owner of the rights on the shares only that person who appears inscribed as such in
     the referred – to register.

     Paragraph: No act of disposal or transfer, lien or limitation, embargo or award of shares
     will produce effects on the company and third parties, but by virtue of its inscription in the
     Share Register, to which the company cannot refuse except by the order of the competent
     authority, or when dealing with shares, for whose negotiation specific requirements or
     formalities are required that have not been fulfilled.

     Article 12 - Duplicate of Titles - The issuance of duplicate titles – because of burglary, theft,
     loss or deterioration of the corresponding certificates – will be subject to the requirements
     established by the law.

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Article 13 - Taxes - The taxes charged for the transfer of shares will be paid by the shareholders,
but those taxed on the issuance of the shares will be covered by the company.

Article 14 - Representation - The rights inherent as a share may be exercised through attorneys
or agents appointed in a public deed, or a private document, a letter or a fax, addressed to the
company, or in other written form.

The representation of shares to deliberate and vote in the meetings of the General Assembly
of Shareholders, and the proxies granted to the shareholders to this effect, are subject to the
prohibitions, limitations and requirements established by law.

These proxies will be granted in writing, in which the name of the attorney or agent, the person to
whom he is substituting the representation – if applicable – and the date or time of the meeting or
meetings for which the proxy is conferred will be indicated. The proxies awarded abroad will only
need the same requirements.

Paragraph: Unless otherwise stated to the contrary by the grantor, the proxy granted for a particular
meeting of the Assembly of Shareholders will be sufficient to exercise the representation of the
principal in the subsequent meetings that are a result of that.

Article 15 - Trading - Shares are participatory securities, negotiable according to the law, except
in legally exempted cases.

In cases of sale or transfer, the entry in the Share Register book will be made by a written order of
the seller, either through a “letter of transfer” or in the form of the endorsement of the respective
certificate. In the case of forced sales and those of adjudication, the registration will be made
through the presentation of the original or an authenticated photocopy of the respective documents
which contain the order or communication from the person legally authorized to do so. To make
a new inscription and issue the certificate to the purchaser, the company will first cancel the
certificates issued to the assignor or the former owner, except in the case in which the tradition has
been carried out on a certificate that is located in a decentralized Securities Deposit; in this case,
the certificate will not be cancelled and, consequently, a new certificate will not be issued, but the
relevant inscription will be made in virtue of the communication issued by the depository entity of
the securities.

First Paragraph: The company assumes no responsibility for the events or circumstances not
recorded in the order of transfer and that could affect the validity of the contract between the
assignor and the assignee. To accept or reject transfers, it will only attend the compliance with the
external formalities of the transfer.

The company will not be held responsible when the inscription is made in virtue of a court order, a
notarial act or instructions issued by a Centralized Securities Deposit.

Second Paragraph: In the event that in the document, in which the transfer is established, or in
the corresponding order nothing is expressed to the contrary, the dividends payable will belong to
the purchaser from the date of this document or order, unless the negotiation was made through
the stock exchange, in which case the regulations related to the “ex – dividend date” will apply,
according to the provisions of the law.




                                                                                                         11
     Chapter V
     First Section - Management and Administration
     Article 16 - Corporate Bodies - For the purposes of management, administration and
     representation, the company has the following bodies: a) General Assembly of Shareholders, b)
     Board of Directors, c) President, and d) Chief Officer of Retail Trade Business Operations. The
     management of the company corresponds, in first instance, to the Assembly of Shareholders and,
     secondly, to the Board of Directors as the delegate of the Assembly of Shareholders. The President
     will be in charge of the legal representation of the company and the management of the company
     businesses.

     First Paragraph: Each of the bodies indicated has the functions and powers conferred on it in these
     Statutes, to be exercised under the special rules expressed herein and the legal dispositions.

     Second Paragraph: When in these Statutes there is no express mention of the position of the
     Chief Officer of Retail Trade Business Operations, reference will be made in all cases to the position
     of President, in accordance with sub – section (c) of this Article.


     Second Section - The General Assembly of Shareholders
     Article 17 - Membership * The General Assembly will be constituted by the shareholders
     inscribed in the Share Register book, themselves or their legal representatives, or attorneys or
     agents designated in writing, meeting with a quorum and under the conditions foreseen in these
     Statutes.

     Article 18 - Regular Meeting - The General Assembly of Shareholders will have its regular meeting
     annually, not later than March Thirty – First (31). It will be convened by the Board of Directors in order
     to examine the situation of the company, designate administrators and other officials of its choice,
     determine the economic policies of the company, consider the accounts and balance sheets of the
     last fiscal year, resolve the distribution of profits and agree on all the measures aimed at ensuring the
     fulfillment of the purpose of the company. If it were not convened, the Assembly will meet in its own
     right on the first (1) working day of April at ten o’clock in the morning (10:00 A. M.) in the offices of
     the headquarters where the administration operates, and will validly meet and decide with a plural
     number of persons, regardless of the number of shares that are represented.

     First Paragraph: The summons will be made at least fifteen (15) business days in advance; it will
     mention that the corresponding financial statements, reports, proposals, books and other papers
     have been placed, during the same period of time, in the administrative offices of the headquarters,
     at the disposition of the shareholders for their inspection or consultation, according to legal
     regulations.

     Second Paragraph: A proposal by the directors or any shareholder, in the ordinary meetings the
     Assembly may address topics not specified in the notice of convocation, when so decided by the
     majority, unless it concerns matters that, in accordance with the law, may be discussed only after
     compliance with the special requirements of convocation, advertising and placement of the project
     for study by the shareholders during the term of the convocation.

     Article 19 - Extraordinary Meetings - Extraordinary meetings may be held when unforeseen or
     urgent needs of the company so warrant them. They may be convened by the Board of Directors,
     the President or the Fiscal Auditor, either through his own initiative or at the request of a number of
     shareholders that represents one – fourth (1/4) or more of the subscribed shares.
     Generally, the convocation will be made not less than five (5) calendar days in advance, by one of
     the means indicated in Article Twenty (20), and the Order of the Day will be inserted.
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Unless provided otherwise by law, in the extraordinary meetings the Assembly may not address
topics not included in the Order of the Day indicated in the notice of convocation, except by a
decision adopted by the majority of the shares represented in the meeting, once the Order of the
Day has been completed.

Article 20 - The Convocation - The convocation will be communicated to shareholders by
any one of the following means: a) A written letter or communication, sent to the address that
each shareholders has registered with the company in the Share Register Book; b) A personal
notification, under the signature of each and every one of the shareholders; c) A notice published
in a newspaper circulating in the city where the headquarters are located. In computing the period
of convocation, whether they are business days or calendar days, as is the case, both the day on
which it is communicated, as well as the day of the meeting will not be counted.

Article 20 bis - Special Convocation Meetings - For the meetings in which projects related to
merger, division, transformation of the company or the voluntary cancellation of the inscription of
its shares in the National Register of Securities or on the Stock Exchange are to be subjected to
consideration, the convocation will be made with at least fifteen (15) business days advance notice.
The notice of convocation will specifically indicate the issues to be discussed, and will state that
the respective project or report regarding the reasons for the proposal have been placed, during
the same period of time, in the administrative offices of the headquarters, at the disposition of the
shareholders for their inspection or consultation. Similarly, whenever appropriate, warnings will be
given regarding the possibility of exercising the right of withdrawal.

Paragraph: When the increase or decrease of the authorized capital of the undersigned is to
be discussed, the respective point will be included within the Order of the Day indicated in the
convocation. The omission of this requirement will invalidate the corresponding decision. In these
cases, the company directors will prepare a report regarding the reasons for the proposal, which will
be made available to the shareholders at the administrative headquarters of the company, during
the period of the convocation.

Article 21 - Meetings with No Convocation and Decisions by Distance Voting - The
Assembly may validly meet anywhere, deliberate and decide, without a previous summons, when
the totality of the subscribed shares are represented. Similarly, the decisions will be valid when all
the shareholders express their vote in writing on the specific points, in the terms established by
Article 20 of Law 222 of 1995.

Article 22 - Deliberative Quorum - Except for legal exceptions, the Assembly will deliberate
with a plurality of shareholders representing at least one half plus one (1/2 + 1) of the subscribed
shares on the date of the meeting. If – due to a lack of quorum – the Assembly cannot deliberate,
a new meeting will be called which will meet and validly decide with one (1) or more shareholders,
regardless of the number of shares they represent.

First Paragraph: The meetings of the second (2nd) convocation must take place no earlier than ten
(10) days, nor later than thirty (30) days, the terms of which are business days.

Second Paragraph: In the case of meetings in their own right on the first working day of the
month of April, the Assembly may validly deliberate and decide with a plural number of shareholders,
regardless of the number of shares they represent.

Article 23 - Decision - Making Majorities -The decisions of the Assembly will be adopted by the
absolute majority of the votes corresponding to the shares represented in the meeting, except for
the following exceptions:

  A) The distribution of profits will require the approval of a plural number of shareholders who have
  at least seventy – eight percent (78%) of the shares represented in the meeting. In the absence
  of the approval of such a majority, the distribution will not be less than fifty percent (50%) of the
                                                                                                          13
       profits or the remainder thereof, if losses have to be stemmed from previous years.
       B) The decision regarding the placement of non – preference shares to shareholders, in the case
       of Article Seven of these Statutes, will require the approval of seventy percent (70%) of the shares
       represented.
       C) The payment of the dividend in company bonus shares, which will be binding on the shareholder,
       will require the affirmative vote of eighty percent (80%) of the shares represented.
       D) In the event of division, unanimity of the shares represented in the General Assembly of Shareholders
       of the company will be required to modify the proportion in which the shareholders of the divided
       company must participate – in this case Almacenes Éxito – in the capital of the beneficiary company,
       according to the law.
       E) The other situations that, by virtue of the binding legal regulation requires a qualified or special
       majority, higher than the absolute majority.

     Article 24 - Voting Rights - Each of the shares inscribed in the Share Register Book will confer
     the right to one vote in the Assembly, without restriction regarding the number of votes that the
     holder or his representative may cast, but observing the prohibitions or disqualifications that the
     law establishes to vote on certain decisions, such as in the case of the company managers and
     employees to vote on the balances, end – of – year accounts and those of the liquidation. The votes
     corresponding to a single shareholder may not be split up.

     Article 25 - The minutes of the president - The meetings of the Assembly will be presided over
     by the President of the company and/or any members of the Board of Directors; and in the absence
     of either of them, by the person designated by the Assembly from among the attendees, by a
     majority of the votes corresponding to the shares represented.

     What occurs in the meetings of the Assembly will be recorded in the Book of Minutes, recorded in
     the Chamber of Commerce of the headquarters. The minutes will be signed by the person presiding
     over the meeting, by the appointed or ad – hoc Secretary who acted in it and, in his or her absence,
     by the Fiscal Auditor, and they will be approved by the Assembly, which may delegate this authority
     to a plural – number committee designated for this effect (Article 189 of the Commercial Code). The
     minutes will contain the details and statements required by law.

     Article 26 - Rules on Voting - In the actions and voting that correspond to the Assembly, the
     following rules will be observed:

       First: Voting will be done in writing only when whoever presides over the Assembly so decides,
       or when the electoral – quotient systems is to be applied.

       Second: For each single election, there will be a separate vote, but when choosing the principal
       and alternate members for the same position, the voting will be joint.,

       Third: If there is a tie in a single election, there will be a new vote, and if a tie occurs in this
       second vote, the appointment will be understood to be in suspense. If the tie occurs in voting
       propositions or resolutions, these will be understood as being denied.

       Fourth: When a candidate’s name is repeated one (1) or more times on the same ballot, only
       those votes in his or her favor that correspond to this ballot will be counted. But if repetition
       consists of having the candidate as principal and – at the same time – an alternate, his or her
       inclusion as an alternate will not be taken into account.

       Fifth: If any ballot contains a greater number of names than it should contain, the first names in
       the placement will be counted and only until the appropriate number. If the number is less, all the
       names the ballot contains will be counted.

       Sixth: For the integration of the Board of Directors and of committees or collegiate bodies, the
       electoral – quotient system will be applied in the manner prescribed by law, unless there is a
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  unanimous vote from the totality of the shares represented in the meeting, or the National
  Government establishes the obligation to apply a different voting system.

  Seventh: The Company may not vote with its shares that it repurchased and that are in its
  control.

Article 27 - Functions and Powers - The functions and powers of the General Assembly of
Shareholders are:

  A) To elect and remove freely the members of the Board of Directors, the Fiscal Auditor and their
  respective alternates;

  B) To establish through written vote the remuneration of the members of the Board of Directors
  and the Fiscal Auditor;

  C) To examine the accounts that the Board of Directors and the President must present annually,
  or when so required by the Assembly; and, consequently, approve, disapprove or amend the
  corresponding financial statements and disclosures that, in accordance with legal regulations,
  must be submitted for its consideration;

  D) To appoint from among its members a plural – member committee to study the accounts,
  financial statements and other reports of this nature, when they have not been approved, and
  report to the Assembly in the period that it specifies for this purpose;

  E) To consider the reports of the Board of the Directors and the President regarding the state
  of the businesses, disclosures, accounting and statistical data required by law; along with the
  proposals that the Board of Directors presents with the financial statements; and the report of
  the Fiscal Auditor;

  F) To dispose of the profits that are established according to the financial statements of position
  and results, once these have been approved, subject to legal dispositions and the rules of these
  Statutes. In exercising this power, it may create or increase the voluntary or occasional reserves
  with a specific purpose; and establish the amount of the dividend, the manner and deadline for
  its payment;

  G) To provide for the transfer of change of destination of the occasional or voluntary reserves,
  their distribution or capitalization, when proven unnecessary;

  H) To appropriate profits destined for the reserve to reacquire shares, subject to the Statutory
  and legal standards. Because of such appropriations, the Board of Directors is authorized to use
  the reserve in the acquisition of shares issued by the company, provided that they are completely
  released and in compliance with the applicable rules on trading on the stock market, and it is
  empowered to give such further actions when it considers it convenient, to any of the destinations
  prescribed in Article 417 of the Commercial Code;

  I) To arrange that a particular issue of ordinary shares be placed without being subject to the right
  of preference;

  J) To create industrial or enjoyment shares, issue preference shares, regulate their placement,
  determine the nature and extension of the privileges, diminish or suppress them, with subjection
  to the rules of these Statutes and the legal dispositions;

  K) To approve the merger of the company actively or passively, with one (1) or more corporations,
  its transformation of division, the sale or rental of the company or all of its assets, the anticipated
  dissolution or the prorogation of the period of duration and, in general, any reform, expansion
  or modification of the Statutes, through a decision approved by the ordinary majority that is
  established in Article 23 of these Statutes;
                                                                                                            15
        L) To order the corresponding legal actions against administrators, managers or the Fiscal Auditor;

        M) To appoint, in the event of the dissolution of the company, one (1) or more liquidators and
        one (1) alternate for each of them, remove them, establish their remuneration, and give them the
        orders and instructions that the liquidation demands, and approve their accounts. Until this is
        done and the name(s) of the liquidator(s) and alternate(s) are registered, whoever is the President
        of the company at the moment of entering in liquidation will have the character of liquidator, and
        his alternates on this date will be those who are his alternates, in their order;

        N) To create and place shares with a preferential dividend and no voting rights; however, they may
        not represent more than the maximum percentage (%) established by law;

        O) Adopt, in general, all the measures that compliance with the Statutes and the common interest
        of the shareholders require;

        P) The other duties specified by law or these Statutes, and those that do not correspond to
        another corporate body.

        Article 28 - Delegation - The General Assembly of Shareholders may delegate in the Board
        of Directors or in the President, for specific cases or a specific period of time, one (1) or more
        of the functions, provided that, by their nature, they may be delegated and the delegation is not
        prohibited.


     Third Section - The Board of Directors
     Article 29 - Composition - The Board of Directors is composed of nine (9) members or directors,
     elected by the General Assembly of Shareholders, of which at least three (3) members must be
     independent, in the terms of Law 964 of 2005 or of the regulations that add to or modify it.

     Paragraph: The President of the company, as such, is not a member of the Board of Directors, but
     will attend all its meetings, with voice but without vote, and will not receive any special compensation
     for his attendance. However, this officer may be a member of the Board of Directors by virtue of
     election by the Assembly of Shareholders and, in this case, he will have the rights and privileges that
     correspond to the other directors. In any case, the Board of Directors will validly meet, deliberate
     and decide without the presence of the President of the company.

     Article 30 - Period of the Directors - The appointment of the directors will be made for periods of
     two (2) years, but they may be reelected indefinitely and freely removed by the Assembly at any time.

     Paragraph: The directors may not be replaced in partial elections without a new election by
     the electoral – quotient system, unless the vacancies are provided by unanimity of the votes
     corresponding to the shares represented in the meeting.

     Article 31 - Chairman - For the period for which it has been elected, the Board of Directors
     will designate from among its members a Chairman, who will preside the meetings and direct the
     deliberations and work of the corporation. In the absence of the President, the meetings will be
     presided over by one (1) of the members attending the meeting, appointed ad hoc. Whoever exercises
     the legal representation of the company may not serve as president of the Board of Directors.

     Article 32 - Meetings - The Board of Directors will ordinarily meet at least every two (2) months,
     and extraordinarily when summoned by the Board itself, by the President, by the Fiscal Auditor, or
     by two (2) of its members. The citation for extraordinary meetings will be communicated at least one
     (1) day in advance, but with all the members being reunited, they may validly deliberate anywhere
     and make decisions without a prior summons.

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First Paragraph: The meetings will be held in the registered office of the company or in the place
that is agreed upon by the Board for special cases.

Second Paragraph: In the cases and with the requirements established by law, the deliberations
and decisions of the Board may be effected by simultaneous or sequential communication among
its members; for example, by telephone, fax, radio o another suitable form of audible message
transmission and reception or visible images. Also, it may make decisions through distance vote
in writing issued by its members in a single document or in separate documents, which clearly
states the meaning of the vote cast by each of them, provided that the document or documents are
received by the President of the Board or the Legal Representative in a maximum period of one (1)
month from the date of the first communication.

Article 33 - Performance Standards - The operation of the Board of Directors will be governed
by the following rules:

   A) The President will attend the meetings, but the Board may validly meet and decide without his
   presence;

   B) It will deliberate with the presence of five (5) of its members, and this same majority of votes
   will be necessary to approve the decisions, except in cases in which these Statutes or legal
   dispositions require a special majority;

   C) When a tie occurs in the voting of proposals or resolutions, they will be denied. If the tie occurs
   in an appointment, a new voting will take place, and if a tie occurs once again, the appointment
   will be understood to be in suspense;

   D) Of all the meetings and decisions dealt with in Second Paragraph of Article 32 of these
   Statutes, minutes will be made and recorded in the book registered in the Chamber of Commerce
   of the company’s headquarters. The minutes will record the facts and circumstances relevant to
   the meeting if members attended (time, date, name of the attendees, topics discussed and the
   decisions adopted), or indicate the mechanism utilized for the adoption of the decisions dealt
   with in the Second Paragraph of Article 32 of these Statutes. In all cases, the decisions made,
   the number of votes case for, against or blank, how each voter cast his vote, the manifestations
   or reasons for abstaining from voting, the circumstances and information relevant that the
   participating administrators presented in relation to the acts in which there is a conflict of interest,
   and the records left by those who participated in the deliberations and decisions will be recorded.

   E) The minutes will be signed by the president of the respective meeting and by the secretary who
   acted as such in the meeting, if it was an attended meeting. When attendance is not required, the
   minutes will be signed by the company’s Legal Representative and the Secretary. In all cases, the
   minutes will be submitted for approval in the next meeting of the Board of Directors, unless the
   Board itself determines its approval in the same meeting or through a committee that is expressly
   designation for this purpose.

Article 34 - Functions - It is understood that the broadest mandate has been delegated to the
Board of Directors to administer the company and, consequently, it will have sufficient powers to
order that any act be executed or any contract be celebrated falling within the corporate purpose of
the company and to adopt the decisions necessary in order to allow the company to fulfill its goals
and, especially, it will have the following functions:

   A) To freely designate and remove the President of the Company, the Chief Operations Officer
   of Retail Trade Business, the Vice Presidents and the Secretary General and establish their
   assignments;



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     B) To decide on excuses, leaves of absence and resignations of the personnel whose appointment
     corresponds to the Board, and delegate in the President, when considered convenient, generally
     or for specific cases, one or some of these faculties;

     C) To regulate the placement of shares in reserve, subject to the authorizations that would be
     conferred by the General Assembly of Shareholders, and in compliance with the legal requirements;

     D) To convene the General Assembly of Shareholders to ordinary meetings, and to extraordinary
     meetings when the company’s unforeseen or urgent needs so require, or when requested by
     shareholders who represent no less than one – fourth (1/4) of the subscribed shares;

     E) To establish the policies of the company in the different orders of activity, especially in commercial,
     economic, financial and labor matters; adopt the plans and budgets for the development of the
     company businesses, and establish rules and regulations for the organization and the operation
     of all the branches of the company. To fulfill this function, the Board of Directors may form
     working committees, whose purpose will be to make recommendations in these matters;

     F) To prescribe the methods or systems to be applied in regard to the depreciation, amortization,
     provisions and other charges or appropriations necessary to meet the demerit, devaluation and
     guarantee of the company’s patrimony, the valuation of inventories and other rules to prepare
     and present the financial statements in according with legal dispositions and the accounting
     rules established;

     G) To review the trail balances and other financial statements periodically prepared by the
     administration for the purpose of management and the evaluation of the management, as well
     as the prior analysis of the statements of the year – end situation and the income statements,
     prepare the Management report and the project on the distribution of profits or the cancellation
     of losses, which must be presented to the General Assembly of Shareholders in their ordinary
     meetings;

     H) To provide for the opening or abolition of branches or agencies, inside or outside the
     headquarters, and determine the extent and limitations of the powers to be conferred on the
     managers of the respective establishments;

     I) To begin merger or takeover negotiations with other similar companies, and submit the
     corresponding project for the approval of the General Assembly of Shareholders;

     J) To examine the books, documents, assets and premises of the corporation when the Board
     has them or through one (1) or more commissioners it designates;

     K) To make a general authorization for extra – legal donations, benefits and assistance in favor of
     the personnel who work for the company;

     L) To determine, in the event of default by any shareholder for the payment of outstanding
     installments of any shares subscribed, the recourse of indemnification to be used by the company,
     from among those authorized by the law;

     M) To authorize the establishment of branch or subsidiary companies to develop any of the
     activities within the purposes of the company, as well as the acquisition, subscription or transfer
     of shares, quotas or social rights in these subordinates or other societies or companies as
     expressed in Paragraph d) of Article 4 of these Statutes;

     N) To authorize the President previously to execute or celebrate any act or contract, whose
     purpose is:


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   1) To acquire, encumber, limit or transfer the ownership of real estate when it is or exceeds the
   amount of twenty – three thousand (23,000) times the legal monthly minimum wage in force
   at the time of the operation;

   2) To constitute a pledge on the property, or give company property in antichresis;

   3) To make investments in capital goods or make repairs or improvements on them, when the
   investments or repairs or improvements imply, in each case, costs or disbursements of more
   than twenty – three thousand (23,000) times the legal monthly minimum wage in force at the
   time of the operation;

   4) To grant advances to suppliers, give or take money on loan and, in general, celebrate
   financial operations actively or passively when the amount of the respective obligation is
   more than twenty – three thousand (23,000) times the legal monthly minimum wage in force.
   This limitation does not include the operation of discounts on securities or loans originating
   in the company, an act which the legal representative may make unlimitedly without prior
   authorization from the Board of Directors;

O) To identify the application that must be given to the appropriations earmarked by the Assembly of
Shareholders to investment reserves, and establish or modify the policies on transient investment
of not immediately necessary availability for the development of the company’s business;

P) To authorize the President, the Chief Operating Officer of the Retail Trade Business, the
directors and the members of the Board of Directors, in the cases and with the requirements of
the law, to acquire or dispose of company shares;

Q) To determine the order of precedence in which the Chief Operating Officer of the Retail
Trade Business and the Vice Presidents – as Alternates to the President – will replace him in his
temporary or accidental absences;

R) To determine the bases and the opportunity for the issuance and placement of ordinary shares,
in accordance with Article 7 of these Statutes;

S) To arrange for the procurement of collective loans, the issuance of commercial papers, bonds
and other documents and regulate them;

T) To approve the company’s Conflict of Interest and Insider Trading Handbook and regulate that
concerning the creation and operation of the Conflict of Interest Committee. This handbook
will contain, at least: its purposes, the duties and prohibitions of the shareholders, directors,
employees, administrators, managers, controlling shareholders and minority shareholders, and
the procedures to follow in the event of a conflict of interest;

U) To adopt the company’s Code of Good Governance and ensure its effective implementation
and dissemination. In virtue of the above, the Board of Directors will ensure the continued
observance of the specific measures regarding the company’s government, their behavior and
their information. The shareholders or investors may complain to the Board of Directors regarding
the effective compliance with the Code of Good Governance, presenting their complaint in a
written letter. The Compensation, Evaluation and Monitoring Committee of the Code of Good
Governance will be in charge of meeting and resolving these issues;

V) To ensure respect for the rights of investors in securities issued by the company, ensure their
effective fulfillment and disclosure, and promote fair treatment for all shareholders and investors,
through the implementation of mechanisms, such as:

   1) To provide an adequate level of information;

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        2) To respect the right of shareholders to:
           A) To participate in the company’s dividends and profits:
           B) To participate in the appointment and removal of members of the Board of Directors and
           evaluate the report assessing its management;
           C) To participate and vote in the General Assembly of Shareholders;

     W) To serve as an advisory body to the Presidency and, in general, exercise such other functions as
     are ascribed in these Statutes or in the law;

     X) To regulate the procedure that empowers the shareholders and holders of securities issued by the
     company and place through a public offer approved by the Office of the Superintendent of Finances,
     to make special audits at their expense and under its responsibility, in accordance with the rules and
     requirements established in the Code of Good Governance.

     Y) To form a Compensation, Evaluation and Monitoring of the Code of Good Governance Committee,
     which will consist of three (3) members, and whose main functions are as follows:

        1) To outline the general policies for the election and individual and collective evaluation of each
        one of the directors, senior managers and managers, according to the duties and responsibilities
        assigned to each one of them;

        2) To establish the parameters to be followed to adopt the requirements that directors and
        managers must follow for their remuneration and awards;

        3) To regulate the possibility of giving company shares to different employees as remuneration,
        recognition or incentive;

        4) To draw the lines that the comptroller or the internal – control body will follow to supervise the
        activities of managers and senior managers;

        5) To know and settle the issues related to the complaints inherent in the effective implementation
        of the Code of Good Governance.

     Z) To consider proposals presented by a plural number of shareholders, who represent at least five
     percent (5%) of the shares subscribed, and respond in writing to those who formulated the proposal,
     clearly indicating the reasons for the decisions. In any case, such proposals may not be for topics
     related to industrial secrets or strategic information for the development of the company.

     Article 35 – Delegation – The Board of Directors may delegate to the President, the Chief
     Operating Officer of the Retail Trade Business or the Vice Presidents, when it deems it appropriate,
     for special cases or a limited period of time, one or more of the functions indicated in the preceding
     article, provided that, by their nature, they may be delegated and the delegation is not prohibited.




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Fourth Section – The President
Article 36 - Appointment and Legal Representation - The legal representation of the company,
both in and out of court, and the management of the company businesses will be the responsibility
of an employee denominated President, whose appointment will be made by the Board of Directors,
for a period of one (1) year, and who may be reelected indefinitely and freely removed by the Board
of Directors at any time. All the employees of the company, with the exception of the Fiscal Auditor,
will report to the President in the performance of their duties.

Article 36A - The Chief Operating Officer of the Retail Trade Business - The Chief Operative
Officer of the Retail Trade Business will be an employee appointed by the Board of Directors for a
period of one (1) year, and who may be reelected indefinitely and freely removed by the Board of
Directors at any time. He will exercise the Legal Representation of the Company, both in and out of
court, and will report to the President,

Article 36B - Functions - The Chief Operative Officer of the Retail Trade Business will:

  A) Make decisions in line with the strategy and guidelines established by the President;

  B) Accompany, support and complement the President on strategic issues, Government relations,
  media, expansion plans, investors and new business initiatives;

  C) Be responsible for the operation of the integral supply chain of the Retail Trade Business and
  the corresponding profits and losses;

  D) Accompany the President in meetings with investors who are considered relevant;

  E) Align conceptually and philosophically the areas of his office to address the achievement of
  the results of the Retail Trade Business;

  F) Implement the expansion plan;

  G) Carry out effective coordination between the key areas of the Retail Trade Business and the
  supporting Vice Presidents;

  H) Endorse the competitive strategy of the different Retail Trade Businesses;

  I) Respond for new defined businesses and promote the development of new businesses and
  hidden assets;

  J) Prioritize initiatives in intra – area work;

  K) Propose compensation schemes that align the administration with the result of the business;

  L) Lead the organizational transformation efforts required;

  M) Administer the operations across the board on the Vice Presidents and businesses to ensure
  that results are consistently obtained;

  N) Strengthen the alignment of goals with the results required, making regular checks;

  O) Optimize the sceneries for discussion, and use key business information to improve procedures
  and programs;

  P) Maintain the goals of the programs despite the personnel changes that occur;

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        Q) Ensure the implementation of the established agreements and goals;

        R) Preside over the current Corporate Vice Presidents and Managers of the Retail Trade Business;
        S) Respond for sales, EBITDA, inventory turnover, work climate, customer service and the market
        share of the Retail Trade Business.

     Article 37 - Other Legal Representatives - Simultaneously with the President, the legal
     representation will be exercised jointly with or separately by the Chief Operating Officer of the
     Retail Trade Business, the Vice Presidents, the Corporate Manager of Human Manager, and the
     Corporate Manager of Computers and Technology, who – also – in the order determined by the
     Board of Directors, will be alternates to the President and will replace him in the case of accidental
     or temporary absences and absolute absences while filling the position, or when he is found to be
     legally impeded or disabled to act on a particular matter. In the absence of Vice Presidents, the
     members of the Board of Directors will be alternates, in the order in which they have been elected.

     First Paragraph: In the case of an absolute absence, understood as such as death, the accepted
     resignation or removal from office for more than thirty (30) consecutive days without a leave of
     absence, the Board of Directors will designate a new President for the remainder of the period. While
     making the appointment and corresponding inscription in the mercantile register, the Presidency of
     the company will be exercised by the alternates indicated in this article.

     Second Paragraph: For the purposes of the legal representation of the company, the Director of
     Legal Management – or the position in lieu thereof – will also have the quality of legal representative;
     he will represent the company exclusively before the judicial, administrative, police, tax authorities
     and State entities.

     Article 38 - Functions - The President of the Company is an agent with representation, vested
     with executive and administrative functions and, as such, is responsible for the legal representation
     of the company, its commercial and financial management, the accountability of its administrative
     action, the coordination and general supervision of the Company, which will meet the rules of
     these Statutes and legal dispositions, and be subject to the orders and instructions of the Board of
     Directors. Besides the general functions indicated above, the President will:

        A) Execute and fulfill the agreements and decisions of the General Assembly of Shareholders and
        the Board of Directors;

        B) Appoint and freely remove the company’s employees, except those whose appointment and
        removal lie with the General Assembly of Shareholders or the Board of Directors;

        C) Summon the Board of Directors if deemed necessary or desirable, and keep it adequately
        and timely informed on the progress of the company businesses; subject for consideration the
        trial balances and other financial statements, destined for the administration, and provide all the
        reports it requests in relation to the company and its activities;

        D) Convene the General Assembly of Shareholders and present at its ordinary meeting the year –
        end balance sheet together with the reports, profit – sharing project, and other special disclosures
        and information required by law, after having been studied, considered and approved by the
        Board of Directors;

        E) Keep the market duly informed about the relevant and material facts occurring in the company,
        as well as their main risks, through the timely sending of the information to the Office of the
        Superintendent of Finances and the Stock Exchanges on which the stock issued by the company
        are inscribed, so that shareholders and investors can be continuously informed of the relevant
        facts, events and operations related to the company that, in any way, could affect their interests.
        Pursuant to the above, the President may create a space for information for shareholders and
        investors on the company’s Website;
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   F) Ensure, together with the Board of Directors, the effective implementation and dissemination
   of the Code of Good Governance;

   G) Any other functions conferred by these Statutes or the law.

Article 39 - Powers - As the company’s legal representative both in and out of court, the President
has the power to execute or celebrate – without any limitations other than those established in
these Statutes in regard to operations that must be previously authorized by the Board of Directors
or by the Assembly of Shareholders – all the acts or contracts falling within the purpose of the
company or having a simply preparatory, ancillary or complementary nature for the attainment of
the aims of the company, and those that are directly related to the existence and operation thereof.
The President is vested with special powers to compromise, arbitrate and involve the company’s
businesses, promote or assist in legal, administrative or contentious administrative litigation in which
the company has interest, and interpose all the recourses that may be appropriate under the law;
desist from actions or resources that are imposed; substitute obligations or credits; give or receive
assets in payment; constitute the judicial or extra – judicial attorneys he considers necessary so
that, acting under his orders, they represent the company in any kind of business, and determine its
powers, after authorization from the Board of Directors in the case of constituting general attorneys;
revoke mandates and substitutions.




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     Chapter VI
     Fiscal Auditor
     Article 40 - Appointment - The Fiscal Auditor and his alternate will be elected by the General
     Assembly of Shareholders for periods of two (2) years, concurrent with those of the Board of
     Directors, but as leaders of the collectivity of the shareholders, they may be removed at any time by
     the Assembly and subsequently re – elected with the vote corresponding to the absolute majority of
     the shares represented at the meeting. The alternate will replace the Fiscal Auditor in all cases of
     absolute or temporary absence.

     First Paragraph: The Fiscal Auditing may be entrusted to an association or firm of accounts,
     appointed by the General Assembly of Shareholders. In this case, the association or firm designated
     must appoint a public accountant to exercise the auditing, personally performing the task, and an
     alternate for the case of non – appointment.

     Second Paragraph: The administration will ensure that the election of the Fiscal Auditor by the
     General Assembly of Shareholders will be done transparently and objectively. To that end, the
     Administration will study the proposals, general and specific conditions of three (3) candidates and
     will make the recommendations pertinent to his election to the General Assembly of Shareholders.

     Article 41 - Quality and Legal Status - The Fiscal Auditor and his alternate will be public
     accountants and will be subject to the disqualifications, prohibitions, incompatibilities and
     responsibility established by law.

     Article 42 - Functions - The functions of the Fiscal Auditor are:

       A) To ascertain that the operations that are celebrated or fulfilled by the company conform to the
       requirements of the Statutes, the decisions of the General Assembly of Shareholders and the
       Board of Directors;

       B) Provide a timely accounting in writing to the Assembly of Shareholders, the Board of Directors
       or the President, as necessary, of the irregularities occurring in the operation of the company and
       in the development of its business;

       C) Collaborate with Government entities engaged in the inspection and monitoring of companies,
       submit the reports that are required or requested;

       D) Ensure that the company accounting, along with the minutes of the meetings of the Assembly
       of Shareholders and the Board of Directors, and the correspondence and the receipts of the
       accounts of the company are regularly carried out, giving the necessary instructions for such
       purposes;

       E) Regularly inspect the company assets and seek to take the timely measures of conservation
       or safety thereof, and of those that he has in custody in any capacity;

       F) Provide the instructions, make the inspections, and request the reports that are necessary to
       establish permanent control over the company’s assets;

       G) Authorize any balance that is made, with his corresponding recommendation and report, with
       his signature;

       H) Convene the Assembly of Shareholders to extraordinary meetings, when deemed necessary;


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I) Verify that all insurance policies to protect the company assets are issued, renewed and regulated
in a timely manner with the payment of the corresponding premiums;

J) Visit himself personally or through his delegates, at least once a year, the company’s business
establishments; and

K) Fulfill the other duties specified by law or the Statutes and those that, being compatible with
these duties, are entrusted to him by the Assembly of Shareholders;

L) Constantly inform the President and the Board of Directors of the relevant and material matters,
product of his auditing. The disclosure of this relevant and material information by the President and
the Board of Directors will be made through its timely referral to the Office of the Superintendent of
Securities and the Stock Exchanges on which the stock issued by the company are inscribed.




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     Chapter VII
     The Secretary General
     Article 43 - Appointment and Functions - The company will have a Secretary General, freely
     appointed and removed by the Board of Directors, who will be, at the same time, the Secretary of
     the General Assembly of Shareholders, of the Board of Directors, and of the Presidency.

     In addition to the functions of a special nature that are assigned by the Board of Directors or by the
     President, the Secretary will have the following functions and responsibilities:

        A) To keep the books of the Minutes of the General Assembly of Shareholders and of the Board
        of Directors, according to the law, and draft the minutes and authorize with his signature the
        copies thereof that are issued;

        B) To deal with all the matters relating to the issuance and countersigning of the certificates of
        shares and the inscription of the minutes or documents in the corresponding book of Share
        Register;

        C) Communicate the citations for the meetings of the Board of Directors;

        D) Direct the administration of company documents and files, and ensure the custody and
        conservation of the books, deeds, titles, receipts and other elements entrusted to him;

        E) Maintain the Order of the Day, with the fulfillment of the legal requirements, the registration
        of brands, emblems, names and other rights constituting intellectual or commercial property;
        insurance policies, public deeds and other documents related to the property, possession or
        holdings of assets and rights of the company.




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Chapter VIII
Financial statements, reserves and dividends
Article 44 - Accounting and Financial Reporting - The Company will keep the accounting
of its businesses in accordance with the legal and reglamentary dispositions, and subject to the
applicable technical standards. At least once a year, as of December Thirty – First (31), the company
will issue financial information on its business situation, the results of its operations, and changes in
its financial situation, identifying the cut – off date of the information and the period it covers. This
information will be issued through the presentation of the basic financial statements prescribed by
legal dispositions, elaborated in the manner prescribed by law and subject to the corresponding
technical standards. The basic financial statements will be valid once they are approved by the
Assembly of Shareholders, to whose consideration they will be submitted by the administrators.
Periodically, at such times determined by the Board of Directors or the President, trial balances will
be made and the partial information considered necessary exclusively for administration purposes
will be issued.

Article 45 - Profits - There will be no distribution of profits, except based on the end – of – year
financial statements, approved by the Assembly of Shareholders, nor will profits be distributed
while the losses from previous years that affect the capital have not been cancelled, meaning that
the losses affect the capital, when, as a result thereof, the net patrimony is reduced below the
subscribed capital.

Article 46 - Reserves and Dividends - The profits for each fiscal year, established in accordance
with the balance sheet approved by the Assembly of Shareholders, will be distributed by the
Assembly, according to the following rules and legal dispositions:

   A) Ten percent (10%) of the after – tax net profits will be placed in the legal reserve until reaching
   five percent (50%), at least, from the subscribed capital; in achieving this limit, it will be the
   decision of the Assembly to continue increasing the legal reserve, but if appropriated, it will be
   obligatory to appropriate ten percent (10%) of the net profits from each period until the reserve
   once again reaches the limit established;

   B) Having made the appropriation for the legal reserve, if any, the Assembly may order the
   appropriations it considers necessary or desirable to establish or increase occasional reserves,
   subject to the legal norms. Such reserves will have a clear and specific destination, and will
   be binging upon the exercise in which they are made, but the Assembly of Shareholders may
   change the destination given to these reserves or distribute them when they are not necessary.

   C) If there are losses from previous years that have not been cancelled that affect the capital,
   the profits will be applied to the cancellation of these losses before any appropriation for legal,
   voluntary or occasional reserves.

   D) The appropriations to create or increase voluntary or occasional reserves will require the
   affirmative vote of a plural number of shareholders who have at least seventy – eight percent
   (78%) of the shares represented in the meeting.

   Unless otherwise decided, approved by the previously expressed majority, at least fifty percent
   (50%) of the net profits or of the remainder thereof, will be distributed to stem the losses from
   previous years.




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     Article 47 - Payment of Dividends - Dividends are paid in proportion to the part paid of the
     nominal value of the shares. Payment will be made in cash, within the year following the date on
     which they are decreed, in the manner or period determined by the Assembly of Shareholders, and
     to who has the quality of shareholder at the time of the payment. The dividends will be offset by
     amounts payable that the shareholder owes to the company.

     Paragraph: By decision of the Assembly of Shareholders, the dividend may be paid in the form
     of bonus shares. The decision will be binding for the shareholder when it has been approved with
     the vote of eighty percent (80%) of the shares represented. In the absence of that majority, the
     shareholders will decide to receive the dividend in shares or demand their payment in cash.




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Chapter IX
Dissolution and Liquidation
Article 48 - Grounds for Dissolution - The company will be dissolved on the grounds that
the law determines generally for all business companies, for the special causes established in the
mercantile law for corporations, and extraordinarily at any time by a decision of the Assembly of
Shareholders, adopted with the votes corresponding to at least one half plus one (1/2 + 1) of the
shares represented in the meeting and legalized.

Article 49 - Eventual Dissolution from Losses - When losses occur that reduce the company’s
net patrimony to below fifty percent (50% of the subscribed capital, the company will not be
dissolved ipso facto since the Assembly of Shareholders may take or order measures conducive
to restoring the net patrimony above fifty percent (50%) of the subscribed capital within the six (6)
months following the date of the balance sheet in which the consummate losses appear. If these
measures are not adopted within the period indicated, the Assembly of Shareholders will declare
the company dissolved to proceed to its liquidation.

Paragraph: When the losses referred to in this article occur, the President and the Board of Directors
must abstain from initiating new operations and immediately convent the Assembly of Shareholders
to provide them with a complete, detailed report on the situation.

Article 50 - Liquidator - With the dissolution of the company for any cause, the liquidation and
division of assets will be done, in accordance with that enshrined in the legal dispositions, by a
special liquidator, designated by the Assembly of Shareholders – which can designate several – and
determine in this case if they should work together or separately. While making the appointment
and registering the appointment of the liquidator and alternate, those persons who are inscribed
in the mercantile register – such as the President, the Chief Operating Officer of the Retail Trade
Business and the Vice Presidents – will act as such.

Article 51 - Standards for the Liquidation - The liquidation of the company and the division of
the assets will be carried out in accordance with the mercantile laws and the applicable dispositions
of the Civil Code, and observing the following rules:

  A) The General Assembly of Shareholders will be convened and will meet at the times and in
  the terms prescribed for ordinary meetings, and extraordinarily as often as convened by the
  liquidator, the Fiscal Auditor, the Office of the Superintendent of Societies, or when so requested
  by any number of shareholders who represent not less than twenty – five percent (25%) of
  the subscribed shares. In these meetings, the functions that are compatible with the state of
  liquidation and, especially, those of freely naming, changing or removing the liquidator(s) and
  his(their) alternate(s), demand accounts, determine the assets that must be distributed in kind and
  establish the priorities for the attainment of the assets, the form and periods of the attainment,
  contract with the liquidators the price of their services, and make other determinations that may
  be appropriate according to law, will be fulfilled;

  B) The Assembly of Shareholders may determine that the assets should be distributed in kind,
  establish the values of these assets or the manner to determine the prices, establish the manner
  for their allocation and authorize the liquidator to make the corresponding distributions, in
  compliance with the requirements established in the law;

  C) The Assembly will have the power to authorize the allocation of the undivided assets by groups
  of shareholders; have sales of assets through private auctions among the same shareholders or
  with the admission of foreign bidders, and direct the use of other manners deemed appropriate;


                                                                                                         29
        D) For the approval of the periodic accounts rendered by the liquidator, or on the occasions on
        which he is required to do so, as well as authorizing the allocation of assets in kind, authorize
        payments in kind, grant special benefits to debtors of the company and carry out transaction or
        withdrawals that are necessary or desirable to facilitate or conclude the liquidation, the absolute
        majority of the votes present will be sufficient.

        E) For the approval of the final account of liquidation and the minutes of distribution, the affirmative
        vote of the majority of the shareholders who attend the Assembly, irrespective of the number of
        shares they represent, will be sufficient.

     Article 52 - Settlement of Disputes - The disputes that arise between the shareholders and the
     company, or among the shareholders, because of the incorporation papers, during the existence
     of the company, at the moment of dissolution or in the liquidation period will be submitted to the
     decision of an Arbitration Tribunal, consisting of three (3) arbitrators appointed by mutual agreement
     of the parties; in the absence of agreement, the arbitrators will be appointed by the Medellín Chamber
     of Commerce. The decision will be announced legally, preferably applying the standards contained
     in these Statutes and, if they are not indicated here or in Colombian law, the general principles of law
     and the natural equity, all in accordance with the legal norms that regulate the arbitration process.
     If the Chamber of Commerce does not designate the arbitrators for any reason, the designation will
     be made in accordance with the legal rules of civil procedure applicable to the case.

     For the purposes of this clause, a party is understood as being the person or group of persons who
     hold the same claim.

     Paragraph: Arbitration may be dispensed with if, within fifteen (15) days following the date on which
     the dispute arises, the parties concerned are able to compromise and – dealing with a dispute that is
     susceptible to being settled, resolve to submit it to conciliators. In this case, each party will appoint
     one (1) person of recognized honesty and competence in the businesses in which the company
     participates, after approval of the other party. The appointments will be communicated jointly by the
     parties, without indicating which of them made the respective designation. The conscious decision
     will be made based on the arguments and evidence that the interested parties present verbally or in
     writing. There being no agreement on the decision to be made, the conciliators will be empowered
     to name a third conciliator, in which case they must again study the matter(s) in question, and
     resolve the matter unanimously or by a majority vote. The decision by the conciliators in the manner
     provided above will be binding and conclusive on the parties, producing, consequently, a binding
     effect of a contractual nature, according to the law.

     Article 53 - Limitation of Powers - In all cases in which these Statutes establish limitations of the
     powers of the administrators, because of the amount of the acts or contracts, it will be understood
     that all those related to the same business constitute a single act or contract for the purposes of the
     limitation applicable.

     Article 54 - Prohibitions - The Company is prohibited from becoming a guarantor of third – party
     obligations or bonds with social asset obligations different from those acquired in the development
     of its purpose or company, except for reasons of convenience recognized by the Assembly of
     Shareholders with the affirmative vote of the majority of the votes present.

     Article 55 - Extension of Appointments - When the General Assembly of Shareholders or the
     Board of Directors does not make the timely elections or appointments they are supposed to do,
     according to the Statutes, the period of the persons previously appointed or elected is understood
     to be extended, until the corresponding election or appointment is made.

     Article 56 - Right of Inspection - During the fifteen (15) business days immediately preceding
     the meeting of the General Assembly of Shareholders in which the year – end balance is to be
     considered, the balance, inventories, administrator reports, reports, minutes, books and other
     receipts required by law, will be placed in the administrative offices.
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During the period indicated, the shareholders may freely exercise the right of inspection and
surveillance that is enshrined in their favor in the law.

Article 57 - Negotiation of Shares by Administrators - The persons who, according to Article
22 of Law 222 of 1995, are qualified as company administrators, may not themselves, nor through
an intermediary, transfer or acquire company shares while performing their duties, except when
dealing with operations outside the grounds of speculation and with the authorization of the Board
of Directors, granted by the affirmative vote of two thirds (2/3) of its members, excluding that of the
applicant.

Article 58 - The Conflict of Interest Committee - The Company will create a Conflict of Interest
Committee, which is responsible to assure compliance, define and settle all matters relating to the
regulations contemplated in the Conflict of Interest and Insider Trading Handbook.

Article 58 bis - The Auditing Committee - This committee will be composed of at least three
(3) members of the Board of Directors, including all the independent members, who will be elected
by the Board of Directors itself, and must have adequate experience to fully carry out the functions
that correspond to it. The chairman of this committee will be an independent member. In addition,
the Audit Committee will be attended by the company’s Fiscal Auditor, who will attend with voice,
but no vote.

Operation: The Auditing Committee will meet at least every three (3) months, and the decisions
made there will be adopted by a simple majority. This committee, in the terms established by the
National Government, will supervise the fulfillment of the internal – auditing program, which must
take into account the business risks and fully evaluate all areas of the issuer.

It will also ensure that the preparation, presentation and disclosure of financial information complies
with the legal dispositions; it will review the financial reporting process, the internal – control system
and financial – risk management, and the company process to monitor compliance with the legal
regulations and the internal codes of conduct. To fulfill its functions, the Audit Committee may
hire independent specialists in specific cases in which it is deemed appropriate, observing the
company’s general policies on hiring.

Features: The principal functions of the Auditing Committee, without prejudice to any others that
are subsequently determined, are the following:

   A) To consider the financial statements before being presented for consideration by the Board of
   Directors and the maximum social body;

   B) Evaluate whether the administration of the company is establishing the culture of adequate
   control through communication to all employees on the importance of fulfilling their duties and
   responsibilities, as well as the importance of internal control and risk management.

   C) To assess whether the internal – control recommendations, made by both the internal and
   external auditors, are being implemented by the administration of the company.

   D) Improve understanding on the areas that represent the greatest financial risk and how
   management is administering them.

   E) Review important, legal and non – legal matters, in relation to the accounting and reporting
   systems, including the development that are carried out in this area, in order to understand the
   impact they will have on the financial statements.

   F) Review the scope and focus proposed by Fiscal Auditing for their auditing work and ensure
   that it is not unreasonably restricted. Also, evaluate the performance of Fiscal Auditing and
   consider its independence.
                                                                                                             31
        G) Review the scope and focus of the activities of the Comptroller and ensure that it is not
        unreasonably restricted. Also, evaluate the performance of the Comptroller and consider its
        efficiency and independence within the company.

     Article 59 - The Comptroller or Internal Control - The Company will have a Comptroller or
     Internal – Control Department, which will be responsible for operational and financial auditing, as
     well as computer and technology auditing. In addition, this department will ensure the reliability of
     financial information and compliance with the processes established in the company.

     Article 60 - External Audit - The shareholders and holders of securities issued by the company
     and offered by public offer approved by the Office of the Superintendent of Finances, may carry
     out special audits, at its expense and under its responsibility, in accordance with the dispositions
     enshrined in the Code of Good Governance, which will establish, as a minimum: the period and
     conditions for its request, the matters on which it is related, the responsibilities, the authorizations
     and the time in which it is granted and audit must be performed.




32
Gobierno Corporativo




                   33
     Corporate Governance




34
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Index
1. The history of the company
2. The éxito – cadenalco merger and the acquisition of carulla vivero s.a.
3. Corporate philosophy
4. The adoption of a code of good governance

Title I - Corporate Bodies
Chapter I - The General Assembly of Shareholders

1. Composition, Powers and Duties
2. Meetings
3. Quorum and Majority
4. Chairing Meetings and Preparing the Minutes

Chapter II - The Board of Directors

1. Composition and Election
2. Meetings
3. Powers and Duties
4. Remuneration

Chapter III - Legal Representative and Company Directors

1. Legal Representative
2. Company Executives
3. Powers and Duties
4. Remuneration
5. General Policies Related to Recruitment

Chapter IV - Fiscal Auditing

1. Election and Remuneration
2. Responsibility
3. Inabilities and Incompatibilities
4. Functions and Powers


Title II - Control of the Governing Bodies
Chapter I - Mechanisms to evaluate and control the governing Bodies

1. Company Risk Assessment and Control
2. The General Assembly of Shareholders
3. Internal Control
    3.1 Concept
    3.2 Internal – Control Components
    3.3 Roles and Responsibilities
    3.4 Internal – Control Elements and Bodies
       3.4.1 The Board of Directors
       3.4.2 The Finance and Auditing Committee
       3.4.3 The Compensation, Evaluation and Monitoring Committee of the Code of Good
       Governance
                                                                                            35
          3.4.4 The Expansion Committee
          3.4.5 The Comptroller
          3.4.6 The Committee Chair
          3.4.7 The Loss Control Committee
       4. External Control
       5. Control Mechanisms

     Chapter II - Prevention, management, disclosure and resolution of conflicts of interest,
     ethics and sanctions

     1. Conflicts of Interest with Regard to Company Employees and Directors
        1.1 Prevention of Conflicts of Interest
        1.1.1 Duties
        1.1.1.1 Duties of the Shareholders (Majority and Minority)
        1.1.1.2 Duties of Employees, Administrators, Managers and Senior Managers
        1.1.2 Prohibitions
        1.1.2.1 Prohibitions to Shareholders
        1.1.2.2 Prohibitions to Employees, Administrators, Managers and Senior Managers
        1.3 Effectiveness and Sanctions
     2. Conflicts among Shareholders

     Chapter III - Criteria for stock trading by executives, insider trading and the repurchase
     of shares

     1. The Acquisition of shares by employees and Executives
     2. Insider Trading
     3. The Acquisition of Own Shares by the Company
     4. Economic Relations among Company Employees, Executives and Shareholders


     Title III - Mechanisms of protection and information of shareholders
     and investors, holders of other securities issued by the company
     and offered through public offer, approved by the office of the
     superintendent of securities
     Chapter I - Mechanisms for the protection of the interests of shareholders and holders
     of securities other than shares, issued by the company and offered through public offer
     approved by the office of the superintendent of finances

     1. Mechanisms to ensure the equal treatment of all shareholders and holders of securities other
     than shares, issued by the company and offered through Public Offer, approved by the Office of the
     Superintendent of Finances
        1.1 Monitoring of internal control by shareholders and holders of securities other than shares,
        issued by the company and offered through Public Offer, approved by the Office of the
        Superintendent of Finances
        1.2 Notification of the General Assembly of Shareholders by minority shareholders
     2. Criteria and guarantees of transparency and independence in decision making by the General
     Assembly of Shareholders
        2.1 Prohibitions
        2.2 Obligations
     3. Mechanisms to recover from shareholders and holders of securities other than shares issued
     by the company and offered through Public Offer, approved by the Office of the Superintendent of
     Finances in fulfillment of the Code of Good Governance.
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Chapter II - The office of attention to shareholders and investors

Chapter III - Mechanisms of information to shareholders and holders of securities other
than shares, issued by the company and offered through public offer, approved by the
office of the superintendent of finances

1. Communication to shareholders and holders of securities other than shares issued by the company
and offered through Public Offer, approved by the Office of the Superintendent of Finances, of
relevant findings made by the Fiscal Auditor
2. Conditions to make special audits by shareholders and investors (holders of securities other
than shares issued by the company and offered through Public Offer, approved by the Office of the
Superintendent of Finances) at their cost and under their responsibility
3. Major shareholders and actual beneficiaries of the company
4. Dissemination programs on the rights and obligations of shareholders and other investors
5. Identification and disclosure of risks

Chapter IV – Criteria and processes for selecting contractors and suppliers




                                                                                                     37
     Index
     1. The history of the company

     In 1949 Almacenes Éxito S.A. opened its doors in Medellín in a four square – meter store with a
     capital of Fifteen Thousand Pesos. At that time it offered scraps, sales goods and blankets under
     the slogan: “Buy well, to sell it well and pay well.” Soon, it was expanding its facilities to occupy a
     whole city block in the populous area of Guayaquil in Medellín in the mid 1960s.

     In 1970, it innovated with a format that was revolutionary for its time, since it mixed fabrics and
     clothing with supermarket varieties and goods.

     Thus, under the slogan of low prices, a new store on Calle Colombia emerged and the growth of the
     chain began with the subsequent opening of stores in El Poblado in 1974 and Envigado in 1981.

     In 1989, Éxito opened the first of several stores located outside the city of Medellín. Éxito Calle 80
     opened its doors in the city of Bogotá with excellent results.

     Since 1994, the company indicated a process of opening its stock and developed a growth and
     consolidation strategy to face the challenges of international competition that was entering the
     country, opening nine stores in the cities of Bogotá, Cali and Medellín, with a very satisfactory
     balance.

     In February 1999, a Public Offer Exchange (Oferta Pública de Intercambio, OPI for its initials in
     Spanish) between Almacenes Éxito S.A. and the shareholders of CADENALCO S.A. on the Bogotá
     Stock Exchange who attended it. This operation allowed Almacenes Éxito S.A. to raise its stake in
     the chain to 56.9%, and take control of it.

     In 1999, Almacenes Éxito S.A. celebrated 50 years of history and in July of the same year, the
     French group Casino acquired 25% of its shares, laying the foundation for accelerated growth and
     establishing important strategic alliances.

     In 2000, after having reached a 67.95% stake in the CADENALCO S.A. capital, the decision was
     made to integrate certain administrative areas of both companies, to later merge in 2001, and
     constitute a single company: Almacenes Éxito S.A.

     In 2003, the magazine América Economía designated Almacenes Éxito S.A. as one of the top 100
     most competitive Latin American companies, and in 2005, the company was recognized by the
     Great Place to Work Institute as one of the five best places to work in Colombia, a recognition that
     has been reiterated in subsequent years.

     In 2006 arrangements were completed for Almacenes Éxito S.A. to acquire the Carulla Vivero S.A.
     organization to become the main shareholder of the organization in 2007.

     In the same year Casino became the main shareholder in Almacenes Éxito S.A., with a 61.5% stake
     in its capital, through the acquisition of the shares of the Toro family.

     Today, Almacenes Éxito S.A. is the leading retail organization in Colombia, with approximately
     55,000 direct and indirect employees.




38
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2. The Éxito – Cadenalco merger and the acquisition of Carulla Vivero S.A.

The history of the Great Chain of Colombian Stores S.A. (la Gran Cadena de Almacenes Colombianos
S.A., CADENALCO S.A.) dates back to 1922 in the city of Barranquilla, the year in which Mr. Luis
Eduardo Yepes opened a variety store that also sold the masks and props used for the famous
Carnival of Barranquilla. This store was called LEY, taking the initials of his name.

Subsequently and with a wider range of products, it opened stores in the cities of Ciénaga, Cartagena,
Bogotá, Bucaramanga and Medellín.

Don Luis Eduardo Yepes died in 1936 and in 1942, following an Extraordinary Assembly of
Shareholders, the decision was made to accept new partners, thus increasing its social capital.

In 1944 its headquarters moved to Medellín. Years later, in 1959, Almacenes Ley Ltda. Became a
corporation and changed its name to Great Chain of Colombian Stores S.A. (la Gran Cadena de
Almacenes Colombianos S.A.), CADENALCO S.A. Thereafter, an ascending rush began to penetrate
the domestic market, opening new outlets, innovating customer service and acquiring and creating
new chains of supermarkets and stores.

As of December 1999, a gradual integration began between the Éxito and the CADENALCO
companies, through a process of synergy of the administrative areas and logistical integration of
both companies.

At the Ordinary Assembly of Shareholders in March 2001, the CADENALCO shareholders request
that its Board of Directors study the possibility of merging the Éxito and the CADENALCO companies.
So began the merger process through absorption, in which Éxito would be the acquiring company.

The Extraordinary Assemblies of Shareholders of both companies, meeting on August 31, 2001,
gave their approval to the merger commitment made by the directors of the companies and on
November 1 of the same year, through a resolution issued by the Office of the Superintendent of
Securities the approval required to complete the merger was granted.

With Public Deed Number 5012 dated November 9, 2001, awarded in the Office of the 29th Notary
Public of the Circuit of Medellín, registered in the Aburrá Sur Chamber of Commerce on November
28, 2001, the Great Chain of Colombian Stores S.A. (la Gran Cadena de Almacenes Colombianos
S.A.), CADENALCO S.A and Almacenes Éxito S.A. merged by dissolving the former to be absorbed
by the latter.

Then, in August 2006, agreements were celebrated in New York to allow the equity participation
of Éxito in Carulla Vivero S.A., consisting – on the one hand – in preliminary agreements with
several shareholders to acquire 22.40% of the Carulla shares in takeover bids (Oferta Pública de
Adquisición, OPA for its initials in Spanish) to be carried out by Almacenes Éxito S.A. and – on the
other hand, a written agreement to acquire a 19.8% stake in Carulla, after delisting the company on
the Colombian Stock Exchange and the National Securities and Issuers Register (Registro Nacional
de Valores y Emisores).

To this end, Governmental approvals were obtained for the transaction, which had no objection by
the Office of the Superintendent of Industry and Commerce, subject to certain commitments with
suppliers and constraints involving the sale of 11 business establishments, nine (9) belonging to
Carulla Vivero S.A. and two (2) belonging to Almacenes Éxito S.A.

The acquisition stake was 52.88%, via a takeover bid, with 19.8% through the purchase from other
shareholders after the delisting of the OPA, and the remaining 22.5% from the shareholders with
certain economic and political rights and a PUT option.


                                                                                                         39
     To finance this operation, a loan from an overseas financial entity for up to US$ 300 million was
     contracted; an issuance of approximately 24.7 million Éxito common shares was made at a price of
     COP$ 10,500 per share, and some of Éxito’s own resources for investment and the sale of assets
     were used.

     Once all the phases of the acquisition were carried out and Éxito’s participation in Carulla –
     corresponding to 76.96% - was gained, the Board of Directors approved and registered the formation
     of the Grupo Empresarial (Business Group) and informed the public stock market.


     3. Corporate philosophy

     Mega

     In 2015, we will captivate the loyalty of Colombian consumers, the preference of our suppliers and
     the pride of our shareholders and employees, above those of our competition.

     The winning formula (corporate dna)

     In Almacenes Éxito S.A., we are a team that is passionate
     about winning and celebrates its victories!

     We manage a superior commercial business corporation, with differentiated value proposals,
     expressed in relevant, exciting assortments of merchandise that anticipate and satisfy consumer
     desires.

     We set the pace of the market, captivating it with the best brands and we cultivate a unique collection
     of relationships with our customers, suppliers, employees and shareholders.

     We have developed a successful model of financial retail; textiles differentiate us, and we occupy
     the best locations in the sector.

     Our people turn information into knowledge to made decisions, achieve high performance in
     implementation and work in a stimulating, motivating environment.

     Thus, we create superior value and shape our success.

     Strategic imperatives

     We strengthen the value proposition of business with:
     •	Superior	variety
     •	A	clear		market	segmentation
     •	A	focus	on	the	generation	of	profitable	demand

     We sell powerful, activated brands that express
     •	Clearly	defined	and	communicated	values
     •	Coherence	and	persistence	in	the	implementation	and	relation	with	markets

     We create economic value in each business by:
     •	Optimizing	the	management	of	price	in	all	businesses
     •	Generating	the	highest	return	on	invested	capital,	while	remaining	highly	competitive	in	the	market
     •	Reducing	aggregate	costs	where	there	is	no	added	value

     We build superior relationships with:
     •	Our	customers
     •	Our	suppliers
     •	Our	employees
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                                                                            Gobierno Corporativo


Corporate principles
•	Treat	people	as	I	want	to	be	treated
•	Develop	the	best	human	talent
•	Teamwork	
•	Live	the	passion	for	results
•	Orient	our	actions	to	the	market	and	its	customers
•	Promote	the	progress	of	our	community
•	Protect	our	environment

Our values

•	   Service
•	   Respect
•	   Loyalty
•	   Confidence
•	   Responsibility


4. The adoption of a code of good governance
In its commitment to quality, transparency and service, and being aware of the need to meet the
demands of international markets, Almacenes Éxito S.A. has been implementing the processes and
practices of good corporate governance.

The accepted notion of Corporate Governance states that this is the system by which business
corporations are directed and controlled.

The Corporate – Governance structure indicates the distribution of rights and responsibilities among
the various stakeholders of the company, such as the Board of Directors, the administrators and
managers, the shareholders and other investors; and dictates the rules and procedures for decision
making on corporate matters. It also provides the structure through which the objectives of the
company are established and the means to achieve those objectives and control their performance.

The good practices of corporate governance seek to preserve and maintain the ethical integrity of
business; ensure the proper administration of social matters, and recognize and respect the rights
of shareholders and investors, through the creation of clear rules, principles and procedures that
guarantee the transparency of corporate management and the adequate disclosure of information
concerning the businesses that shareholders, investors and the market in general must know.

Through the express mandate of the General Assembly of Shareholders meeting in its regular
session on March 8, 2002, and taking into account the changes made in the Statutes, as approved
in the General Assembly of Shareholders on March 21, 2003, guided by the principles developed
by the Organization for Economic Cooperation and Development (EOCD), and in compliance with
Resolution 0275 dated May 2001, issued by the Office of the Superintendent of Securities, the
Board of Directors adopts this Code of Good Governance for the purpose of creating a system of
clear rules and principles, which should govern the management of the company.




                                                                                                       41
     Title I - Corporate bodies
     For the purposes of management, administration and representation, the company has the following
     bodies: the General Assembly of Shareholders, the Board of Directors and the Presidency.

     The function of control and monitoring corresponds to Fiscal Auditing.

     Each of the bodies indicated has the functions and powers conferred on it by the Statutes, which
     will be exercised under the special rules expressed here and the legal provisions.

     Chapter I - The General Assembly of Shareholders

     1. Composition, Powers and Duties

     As the maximum corporate body of management, the General Assembly of Shareholders is compo-
     sed of the shareholders, individuals or legal entities, that are registered in the Shareholder Registry
     Book, when they are in session with the quorum and in the conditions foreseen in the Statutes and
     the law.

     The powers and duties of the General Assembly of Shareholders are: Elect and remove the mem-
     bers of the Board of Directors, the Fiscal Auditor and the respective alternates, and establish their
     remuneration; study and approve or disapprove the financial statements, reports and disclosures
     that the Board of Directors, the Fiscal Auditor and the President must submit for its consideration;
     dispose of the earnings, subject to the legal dispositions and the Statutory rules, in the exercise
     for which it may create or increase reserves, change their destination, and establish the amount of
     the dividend, the form and deadline for its payment; have a particular issuance of ordinary shares
     placed without being subject to the right of preference; create and place shares with a preferential
     dividend and without the right to vote; create industry or enjoyment shares; issue privileged shares,
     regulate their placement and determine or modify the nature and extension of the privileges, subject
     to the Statutory rules and legal dispositions; decide on the merger of the company with another so-
     ciety or other societies, its transformation or division, the transfer or leasing of the company or the
     totality of its assets; the anticipated dissolution of the prorogation of the term of duration; order the
     appropriate legal actions against administrators, managers or the Fiscal Auditor and, in general, any
     reform, extension or amendment of the Statutes, as well as the adoption of all the measures that
     demand compliance of the Statutes and the common interest of the shareholders; the other duties
     specified by law or the Statutes, and those that do not correspond to another corporate body.

     2. Meetings

     The General Assembly of Shareholders meets once a year in its ordinary session, within the first
     three (3) months of the year, convened by the Board of Directors, in order to examine the company’s
     situation, designate administrators and other officials of their choice, determine the company’s eco-
     nomic policies, consider the accounts and balance sheets of the last year, decide on the distribution
     of profits and agree on all the measures designed to endure compliance with the company’s purpo-
     se. The summons will be made at least fifteen (15) business days in advance; it will mention that the
     corresponding financial statements, reports, proposals, books and other papers have been placed,
     during the same period of time, in the administrative offices of the headquarters, at the disposition
     of the shareholders for their inspection or consultation, according to legal regulations.

     The Assembly will meet extraordinarily when unforeseen or urgent needs of the company so warrant
     them. They may be convened by the Board of Directors, the President or the Fiscal Auditor, either
42
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through his own initiative or at the request of a number of shareholders that represents one – fourth
(1/4) or more of the subscribed shares. The convocation to these meetings will be made not less
than five (5) calendar days in advance, and the Order of the Day will be inserted,

For the meetings in which projects related to merger, division, transformation of the company or the
voluntary cancellation of the inscription of its shares in the National Register of Securities or on the
Stock Exchange are to be subjected to consideration, the convocation will be made with at least
fifteen (15) business days advance notice. The notice of convocation will specifically indicate the
issues to be discussed, and will state that the respective project or report regarding the reasons for
the proposal have been placed, during the same period of time, in the administrative offices of the
headquarters, at the disposition of the shareholders for their inspection or consultation. Similarly,
whenever appropriate, warnings will be given regarding the possibility of exercising the right of wi-
thdrawal.

When the increase or decrease of the authorized capital of the undersigned is to be discussed,
the respective point will be included within the Order of the Day indicated in the convocation. The
omission of this requirement will invalidate the corresponding decision.

In these cases, the company directors will prepare a report regarding the reasons for the proposal,
which will be made available to the shareholders at the administrative headquarters of the company,
during the period of the convocation.

3. Quorum and Majorities

Except for legal exceptions, the Assembly will deliberate with a plurality of shareholders represen-
ting at least one half plus one (1/2 + 1) of the subscribed shares on the date of the meeting. In the
case of meetings in their own right, on the first (1st) business day of April, the Assembly may vali-
dly meet and decide with a plural number of persons, regardless of the number of shares that are
represented. The decisions of the Assembly will be adopted by the absolute majority of the votes
corresponding to the shares represented in the meeting, except for the exceptions established in
the Statutes and the law.

4. Chairing Meetings and Preparing the Minutes

The meetings of the Assembly will be presided over by the President of the company and/or by
any of the members of the Board of Directors; and in the absence of either of them, by the person
designated by the Assembly from among the attendees, by a majority of the votes corresponding
to the shares represented.

What occurs in the meetings of the Assembly will be recorded in the Book of Minutes, recorded in
the Chamber of Commerce of the headquarters. The minutes will be signed by the person presiding
over the meeting, by the appointed or ad – hoc Secretary who acted in it and, in his or her absence,
by the Fiscal Auditor, and they will be approved by the Assembly, which may delegate this authority
to a plural – number committee designated for this effect according to the law. The minutes will
contain the details and statements required by law.

Chapter II - The board of directors

1. Composition and Election

The Board of Directors is the highest administrative body of the company. It is composed of nine
(9) members or directors, elected by the General Assembly of Shareholders, for periods of two (2)
years, of which at least three (3) members must be independent, in the terms of Law 964 of 2005 or
of the regulations that add to or modify it.



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     The President of the company, as such, is not a member of the Board of Directors, but will attend
     all its meetings, with voice but without vote, and will not receive any special compensation for his
     attendance. However, this officer may be a member of the Board of Directors by virtue of election by
     the Assembly of Shareholders and, in this case, he will have the rights and privileges that correspond
     to the other directors. In any case, the Board of Directors will validly meet, deliberate and decide
     without the presence of the President of the company.

     The directors may not be replaced in partial elections without a new election by the electoral –
     quotient system, unless the vacancies are provided by unanimity of the votes corresponding to the
     shares represented in the meeting or that the National Government establishes the obligation of
     applying a different voting system.

     For the period for which it has been elected, the Board of Directors will designate from among its
     members a Chairman, who will preside the meetings and direct the deliberations and work of the
     corporation. In the absence of the President, the meetings will be presided over by one (1) of the
     members attending the meeting, appointed ad hoc. Whoever exercises the legal representation of
     the company may not serve as president of the Board of Directors.

     Within the Board of Directors there is the Compensation, Evaluation and Monitoring Committee
     of the Code of Good Governance, which will be composed of three (3) of its members and their
     principal functions are described in Paragraph Y) referring to the functions of the Board of Directors
     contained in Number 3 of this Chapter.

     2. Meetings

     The Board of Directors will ordinarily meet at least every two (2) months, on the date and at the
     time indicated by the Board itself; and extraordinarily when summoned by the Board itself, by the
     President, by the Fiscal Auditor, or by two (2) of its members. The citation for extraordinary meetings
     will be communicated at least one (1) day in advance, but with all the members being reunited, they
     may validly deliberate anywhere and make decisions without a prior summons.

     The meetings will be held in the registered office of the company or in the place that is agreed upon
     by the Board for special cases.

     The President of the company or his alternate in office will attend the meetings, but the Board may
     validly meet and decide without their presence.

     The Board may validly deliberate with the presence of five (5) of its members, and this same majority
     of votes will be necessary to approve the decisions, except in cases in which the Statutes or legal
     dispositions require a special majority.

     Minutes will be made of all the meetings and decisions adopted by the Board of Directors; they
     will be recorded in the Book of Minutes registered in the Chamber of Commerce of the company’s
     headquarters, in accordance with the provisions of the Commercial Code.

     The minutes will be signed by the president of the respective meeting and by the secretary who
     acted as such in the meeting, or by the President and the Secretary of the company in the case of
     a meeting where attendance is not required. In all cases, the minutes will be submitted for approval
     in the next meeting of the Board and they will be signed by the directors who attended the meeting
     in which they are approved, by whoever presides over it and by the Secretary.

     3. Powers and Duties

     It is understood that the broadest mandate has been delegated to the Board of Directors to administer
     the company and, consequently, it will have sufficient powers to order that any act be executed or
     any contract be celebrated falling within the corporate purpose of the company and to adopt the
     decisions necessary in order to allow the company to fulfill its goals.
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According to the Statutes, the functions of the Board are the following:

  A)To freely designate and remove the President of the Company, the Chief Operations Officer
  of Retail Trade Business, the Vice Presidents and the Secretary General and establish their
  assignments;

  B) To decide on excuses, leaves of absence and resignations of the personnel whose appointment
  corresponds to the Board, and delegate in the President, when considered convenient, generally
  or for specific cases, one or some of these faculties;

  C) To regulate the placement of shares in reserve, subject to the authorizations that would be
  conferred by the General Assembly of Shareholders, and in compliance with the legal requirements;

  D) To convene the General Assembly of Shareholders to ordinary meetings, and to extraordinary
  meetings when the company’s unforeseen or urgent needs so require, or when requested by
  shareholders who represent no less than one – fourth (1/4) of the subscribed shares;

  E) To establish the policies of the company in the different orders of activity, especially in commercial,
  economic, financial and labor matters; adopt the plans and budgets for the development of the
  company businesses, and establish rules and regulations for the organization and the operation
  of all the branches of the company. To fulfill this function, the Board of Directors may form
  working committees, whose purpose will be to make recommendations in these matters;

  F) To prescribe the methods or systems to be applied in regard to the depreciation, amortization,
  provisions and other charges or appropriations necessary to meet the demerit, devaluation and
  guarantee of the company’s patrimony, the valuation of inventories and other rules to prepare
  and present the financial statements in according with legal dispositions and the accounting rules
  established;

  G) To review the trail balances and other financial statements periodically prepared by the
  administration for the purpose of management and the evaluation of the management, as well
  as the prior analysis of the statements of the year – end situation and the income statements,
  prepare the Management report and the project on the distribution of profits or the cancellation
  of losses, which must be presented to the General Assembly of Shareholders in their ordinary
  meetings;

  H) To provide for the opening or abolition of branches or agencies, inside or outside the
  headquarters, and determine the extent and limitations of the powers to be conferred on the
  managers of the respective establishments;

  I) To begin merger or takeover negotiations with other similar companies, and submit the
  corresponding project for the approval of the General Assembly of Shareholders;

  J) To examine the books, documents, assets and premises of the corporation when the Board
  has them or through one (1) or more commissioners it designates;

  K) To make a general authorization for extra – legal donations, benefits and assistance in favor of
  the personnel who work for the company;




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     L) To determine, in the event of default by any shareholder for the payment of outstanding
     installments of any shares subscribed, the recourse of indemnification to be used by the company,
     from among those authorized by the law;

     M) To authorize the establishment of branch or subsidiary companies to develop any of the
     activities within the purposes of the company, as well as the acquisition, subscription or transfer
     of shares, quotas or social rights in these subordinates or other societies or companies as
     expressed in Paragraph d) of Article 4 of the Statutes;

     N) To authorize the President previously to execute or celebrate any act or contract, whose
     purpose is:
        1) To acquire, encumber, limit or transfer the ownership of real estate when it is or exceeds the
        amount of twenty – three thousand (23,000) times the legal monthly minimum wage in force
        at the time of the operation;
        2) To constitute a pledge on the property, or give company property in antichresis;
        3) To make investments in capital goods or make repairs or improvements on them, when the
        investments or repairs or improvements imply, in each case, costs or disbursements of more
        than twenty – three thousand (23,000) times the legal monthly minimum wage in force at the
        time of the operation;
        4) To grant advances to suppliers, give or take money on loan and, in general, celebrate
        financial operations actively or passively when the amount of the respective obligation is
        more than twenty – three thousand (23,000) times the legal monthly minimum wage in force.
        This limitation does not include the operation of discounts on securities or loans originating
        in the company, an act which the legal representative may make unlimitedly without prior
        authorization from the Board of Directors;

     O) To identify the application that must be given to the appropriations earmarked by the Assembly of
     Shareholders to investment reserves, and establish or modify the policies on transient investment
     of not immediately necessary availability for the development of the company’s business;

     P) To authorize the President, the Chief Operating Officer of the Retail Trade Business, the
     directors and the members of the Board of Directors, in the cases and with the requirements of
     the law, to acquire or dispose of company shares;

     Q) To determine the order of precedence in which the Chief Operating Officer of the Retail
     Trade Business and the Vice Presidents – as Alternates to the President – will replace him in his
     temporary or accidental absences;

     R) To determine the bases and the opportunity for the issuance and placement of ordinary shares,
     in accordance with Article 7 of the Statutes;

     S) To arrange for the procurement of collective loans, the issuance of commercial papers, bonds
     and other documents and regulate them;

     T) To approve the company’s Conflict of Interest and Insider Trading Handbook and regulate that
     concerning the creation and operation of the Conflict of Interest Committee. This handbook
     will contain, at least: its purposes, the duties and prohibitions of the shareholders, directors,
     employees, administrators, managers, controlling shareholders and minority shareholders, and
     the procedures to follow in the event of a conflict of interest;

     U) To adopt the company’s Code of Good Governance and ensure its effective implementation
     and dissemination. In virtue of the above, the Board of Directors will ensure the continued
     observance of the specific measures regarding the company’s government, their behavior and
     their information. The shareholders or investors may complain to the Board of Directors regarding
     the effective compliance with the Code of Good Governance, presenting their complaint in a
     written letter. he Compensation, Evaluation and Monitoring Committee of the Code of Good
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Governance will be in charge of meeting and resolving these issues;

V) To ensure respect for the rights of investors in securities issued by the company, ensure their
effective fulfillment and disclosure, and promote fair treatment for all shareholders and investors,
through the implementation of mechanisms, such as:
   1) To provide an adequate level of information;
   2) To respect the right of shareholders to:
      (a) To participate in the company’s dividends and profits:
      (b) To participate in the appointment and removal of members of the Board of Directors and
      evaluate the report assessing its management;
      (c) To participate and vote in the General Assembly of Shareholders;

W) To serve as an advisory body to the Presidency and, in general, exercise such other functions
as are ascribed in the Statutes or in the law;

X) To regulate the procedure that empowers the shareholders and holders of securities issued by
the company and place through a public offer approved by the Office of the Superintendent of
Finances, to make special audits at their expense and under its responsibility, in accordance with
the rules and requirements established in the Code of Good Governance.

Y) To form a Compensation, Evaluation and Monitoring of the Code of Good Governance
Committee, which will consist of three (3) members, and whose main functions are as follows:
   1) To outline the general policies for the individual and collective election and evaluation
   of each one of the directors, senior managers and managers, according to the duties and
   responsibilities assigned to each one of them;
   2) To establish the parameters to be followed to adopt the requirements that directors and
   chief executive offers must follow for their remuneration and awards;
   3) To regulate the possibility of giving company shares to different employees as remuneration,
   recognition or incentive;
   4) To draw the lines that the comptroller or the internal – control body will follow to supervise
   the activities of managers and senior managers;
   5) To know and settle the issues related to the complaints inherent in the effective implementation
   of the Code of Good Governance.

Z) To consider proposals presented by a plural number of shareholders, who represent at least
five percent (5%) of the shares subscribed, and respond in writing to those who formulated the
proposal, clearly indicating the reasons for the decisions. In any case, such proposals may not
be for topics related to industrial secrets or strategic information for the development of the
company.

4. Remuneration

The General Assembly of Shareholders will indicate annually the corresponding remuneration
for the members of the Board of Directors, for the corresponding period between the respective
ordinary meeting and the following, in consideration for the responsibilities and functions of its
members and the prevailing market fees for this type of positions.




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     Chapter III – Legal representative and company directors

     In addition to the function of the Board of Directors to designate and remove freely the President
     of the company, the Vice Presidents and the Secretary General, and establish their salaries, it is
     also established by Statutes that the Board, through the Compensation, Evaluation and Monitoring
     Committee of the Code of Good Governance, will carry out the following tasks:

        A) Outline the general policies to choose and the individual and collective evaluation of each one
        of the directors, administrators and managers, in accordance with the duties and responsibilities
        that are assigned to them.

        B) To establish the parameters to be followed to adopt the requirements that directors and chief
        executive offers must follow for their remuneration and awards;

        C) To regulate the possibility of giving company shares to different employees as remuneration,
        recognition or incentive;

     1. Legal Representative

     The legal representation of the company, both in and out of court, and the management of the
     company businesses will be the responsibility of an employee denominated President, whose
     appointment will be made by the Board of Directors, for a period of one (1) year, and who may be
     reelected indefinitely and freely removed by the Board of Directors at any time.

     All the employees of the company, with the exception of the Fiscal Auditor, will report to the President
     in the performance of their duties.

     2. Company Executives

     Simultaneously with the President, the legal representation will be exercised jointly with or separately
     by the Vice Presidents, who will also be alternates to the President and will replace him in the case
     of accidental or temporary absences and absolute absences while filling the position, or when he
     is found to be legally impeded or disabled to act on a particular matter. In the absence of Vice
     Presidents, the members of the Board of Directors will be alternates, in the order in which they have
     been elected.

     The company will have a Legal Representative for judicial, police, tributary and administrative matters,
     who will be the person holding the position of Director of Legal Management of the company – or
     the position in lieu thereof.

     3. Powers and Duties

     The President of the Company is an agent with representation, vested with executive and
     administrative functions and, as such, is responsible for the legal representation of the company,
     its commercial and financial management, the accountability of its administrative action, the
     coordination and general supervision of the Company, which will meet the rules of the Statutes
     and legal dispositions, and be subject to the orders and instructions of the Board of Directors.
     Besides the general functions indicated above, the President will: execute and fulfill the agreements
     and decisions of the General Assembly of Shareholders and the Board of Directors; appoint and
     freely remove the company’s employees, except those whose appointment and removal lie with
     the General Assembly of Shareholders or the Board of Directors; convene the Board of Directors if
     deemed necessary or desirable, and keep it adequately and timely informed on the progress of the
     company businesses; subject for consideration the trial balances and other financial statements,
     destined for the administration, and provide all the reports it requests in relation to the company and
     its activities; convene the General Assembly of Shareholders and present at its ordinary meeting the
     year year – end balance sheet together with the reports, profit – sharing project, and other special
     disclosures
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and information required by law, after having been studied, considered and approved by the Board
of Directors; keep the market duly informed about the relevant and material facts occurring in the
company, as well as their main risks, through the timely sending of the information to the Office
of the Superintendent of Finances and the Stock Exchanges on which the stock issued by the
company are inscribed. Pursuant to the above, the President may create a space for information for
shareholders and investors on the company’s Website; ensure, together with the Board of Directors,
the effective implementation and dissemination of the Code of Good Governance; and any other
functions conferred by the Statutes or the law.

As the company’s legal representative both in and out of court, the President has the power to
execute or celebrate – without any limitations other than those established in these Statutes in regard
to operations that must be previously authorized by the Board of Directors or by the Assembly of
Shareholders – all the acts or contracts falling within the purpose of the company or having a simply
preparatory, ancillary or complementary nature for the attainment of the aims of the company, and
those that are directly related to the existence and operation thereof.

The President is vested with special powers to compromise, arbitrate and involve the company’s
businesses, promote or assist in legal, administrative or contentious administrative litigation in which
the company has interest, and interpose all the recourses that may be appropriate under the law;
desist from actions or resources that are imposed; substitute obligations or credits; give or receive
assets in payment; constitute the judicial or extra – judicial attorneys he considers necessary so
that, acting under his orders, they represent the company in any kind of business, and determine its
powers, after authorization from the Board of Directors in the case of constituting general attorneys;
revoke mandates and substitutions.

4. Remuneration

According to the Statutes, it is the responsibility of the Board of Directors of the company to indicate
the remuneration for the Legal Representative, the Vice Presidents and the Secretary General of the
company.

The determination of remuneration for other company employees and executives is the responsibility
of the Presidency, with the Vice President of Human Management in charge of the administration
and coordination in the implementation of such determinations.

The Board of Directors will indicate the wage increase applicable to all company employees annually.

Besides the criteria for remuneration indicated by the Vice President of Human Management, the
evaluation of his management, studies carried out, experience in the industry, market conditions
and the level of responsibility of the position will also be taken into account.

5. General Policies Related to Recruitment

Every recruitment process in the organization will be governed by the following rules:

   A) Selection processes are carried out without regard to the race, gender, religion, political
   orientation or socio – economic status of the applicants, although they must meet the basic
   objective criteria that the company has established for the respective position.

   B) The internal staff will be the first choice to fill vacancies, provided they fill the profile defined,
   at the discretion of the Vice President of Human Management. Otherwise, external candidates
   will be sought.

   C) The company allows family – related employees to work. Notwithstanding the foregoing, the
   Vice President of Human Management reserves the right in each case to determine the

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       appropriateness or not of family members working in the company, to work in the same location
       or in a subordinate relationship.

       D) Any person wishing to work for the company will go through the selection process defined by
       it. This process will be made known to the interested parties who meet the minimum objective
       qualifications for the respective position.

       E) The function of the Selection Department is to advise decision making by the manager of the
       vacant position with technical elements. In the selection of senior executives, the responsibility
       for advising the process falls with the Vice President of Human Management and the Division of
       Human Development.

       F)The selection processes will be made by qualified personnel in the area. When outside advisors
       are used to perform these processes, controls will be implemented by the responsible area (quality
       of the process and time to fill the vacancy).

       G) The selection process for affiliates of the company may have the occasional advice or execution
       of persons in the Selection Department.

       H) The re – entry of personnel, regardless of their reason to renounce their position, is not
       permitted, except with the prior permission of the Vice President of Human Management.

       I) A unified selection process, regarding policies, procedures and selection indicators, will operate
       in all the regions where the company is present. It is the responsibility of the national head and
       the regional coordinators of selection to ensure compliance with this policy.

       J) Each person involved in a selection process, who is not chosen, will receive a written response
       in a respectful, timely manner.

       K) The company will not be obligated to explain the reasons for rejecting candidates, even when
       they have been recommended by employees. This reserved information is part of the Selection
       Department. In the case of an internal convocation at an administrative level, feedback on the
       process will be given provided that the person requests it.

       L) Any company or individual may provide recruitment services to the company, provided that
       there is no family or personal relationship with the members of the Selection Department and the
       person meets the requirements as established in the company’s Conflict of Interest Handbook.
       The National Head and the Regional Coordinators of the Selection Department will be responsible
       to ensure compliance with and effectiveness of the process performed by third parties.


     Chapter IV - Fiscal auditing

     1. Election and Remuneration

     The election and determination of fees of the Fiscal Auditor corresponds to the General Assembly
     of Shareholders, in a free, exclusive and non – delegated manner.

     The Fiscal Auditor and his alternate will be elected by the General Assembly of Shareholders for
     periods of two (2) years, concurrent with those of the Board of Directors, but as leaders of the
     collectivity of the shareholders, they may be removed at any time by the Assembly and subsequently
     re – elected with the vote corresponding to the absolute majority of the shares represented at the
     meeting.



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The alternate will replace the Fiscal Auditor in all cases of absolute or temporary absence.

The Fiscal Auditing may be entrusted to an association or firm of accounts, appointed by the General
Assembly of Shareholders. In this case, the association or firm designated must appoint a public
accountant to exercise the auditing, personally performing the task, and an alternate for the case
of non – appointment.

The administration will ensure that the election of the Fiscal Auditor by the General Assembly
of Shareholders will be done transparently and objectively. To that end, the Administration will
study the proposals, general and specific conditions of three (3) candidates and will make the
recommendations pertinent to his election to the General Assembly of Shareholders.

The General Assembly of Shareholders will establish the remuneration corresponding to the Fiscal
Auditor, considering the human and technical resources that he requires for the correct performance
of his functions.

The Fiscal Auditor’s collaborators may receive remuneration from the company, or the Fiscal Auditor
himself. However, both categories of collaborators are under the direction of the Fiscal Auditor and
will be appointed and removed by him.

2. Responsibility

The Fiscal Auditor will be liable for the damage caused to the company, its partners or third parties,
due to negligence or willful misconduct in the performance of his duties.

The approval of the financial statements and the Fiscal Auditing Report by the General Assembly of
Shareholders will not relieve the Fiscal Auditor of his liability.

3.Inabilities and Incompatibilities

The Fiscal Auditor and his alternate will be public accountants and will be subject to the
disqualifications, prohibitions, incompatibilities and responsibility established by law

In accordance with the legal dispositions in force and to guarantee the independence and
transparency of the Fiscal Auditing, the company Statutes state that neither the individual who is
Fiscal Auditor nor his alternate may subscribe shares of the company while performing their duties.

The following may not be Fiscal Auditor:

  A) Those who are shareholders of the company or any of their subordinates, nor those who are
  partners or employees of the parent company.

  B) Those who are bound by marriage or kinship up to the fourth (4th) degree of consanguinity,
  the first or second degree civilly, or those who are associates of the directors and managers, the
  cashier, auditor or accountant of the same company.

  C) Those who perform any other position in the same company or in its subordinate companies.

  D) Anyone who has been elected Fiscal Auditor may not work in the same company or its
  subordinate companies or perform any other position during his term.

  E) Who, as a public accountant has worked as an employee of the company, its subsidiaries or
  affiliates, within the previous six months.



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     4. Functions and Powers

     The functions of the Fiscal Auditor are:

       A) To ascertain that the operations that are celebrated or fulfilled by the company conform to the
       requirements of the Statutes, the decisions of the General Assembly of Shareholders and the
       Board of Directors;

       B) Provide a timely accounting in writing to the Assembly of Shareholders, the Board of Directors
       or the President, as necessary, of the irregularities occurring in the operation of the company and
       in the development of its business;

       C) Collaborate with Government entities engaged in the inspection and monitoring of companies,
       submit the reports that are required or requested;

       D) Ensure that the company accounting, along with the minutes of the meetings of the Assembly
       of Shareholders and the Board of Directors, and the correspondence and the receipts of the
       accounts of the company are regularly carried out, giving the necessary instructions for such
       purposes;

       E) Regularly inspect the company assets and seek to take the timely measures of conservation
       or safety thereof, and of those that he has in custody in any capacity;

       F) Provide the instructions, make the inspections, and request the reports that are necessary to
       establish permanent control over the company’s assets;

       G) Authorize any balance that is made, with his corresponding recommendation and report, with
       his signature;

       H) Convene the Assembly of Shareholders to extraordinary meetings, when deemed necessary;

       I) Verify that all insurance policies to protect the company assets are issued, renewed and
       regulated in a timely manner with the payment of the corresponding premiums;

       J) Visit himself personally or through his delegates, at least once a year, the company’s business
       establishments; and

       K) Fulfill the other duties specified by law or the Statutes and those that, being compatible with
       these duties, are entrusted to him by the Assembly of Shareholders;

       L) Constantly inform the President and the Board of Directors of the relevant and material
       matters, product of his auditing. The disclosure of this relevant and material information by
       the President and the Board of Directors will be made through its timely referral to the Office
       of the Superintendent of Securities and the Stock Exchanges on which the stock issued by the
       company are inscribed.




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Title II – Control of the governing bodies
Chapter I – Mechanisms to evaluate and control the governing bodies

1. Company Risk Assessment and Control

As an integral part of the evaluation and control mechanisms, the company has identified some major
risks to which it is exposed, and, likewise, has established certain policies for their control. This
control is performed by each one of the bodies described in the following sections, in accordance
with the powers that correspond to each one and following the parameters set forth in this chapter.
These risks and the corresponding policies for their control are:

  A) Market Risks – Every time that the company is dedicated to retail trade, its activity could
  be affected by eventual restrictions in the supply of products and services, disproportionate
  increases in the costs of the goods sold, as well as the slowing – down of the demand in its
  respective markets, among other factors. To control and mitigate eventual risk situations, it
  is company policy to maintain a wide and diverse range of suppliers to provide appropriate
  attention to demand; it also aims for a diversification in the public to which the company offer is
  directed, as well as geographical areas to mitigate any eventual market contractions.

  B) Competition Risks – The entry of new competitors or the strengthening of those that exist
  can be a risk for the company. Therefore, it is the policy of Almacenes Éxito S.A. to aim for
  continuous improvement in its processes, as well as the investigation of new market opportunities
  and the search for resources for expansion, so that the present position against competitors is
  maintained and improved.

  C) Shareholder Risks – The eventual withdrawal of investment by shareholders, as well as their
  litigations against the company, constitute a risk that Almacenes Éxito S.A. seeks to control. To
  this end, a strict adherence to the rules of capital markets, as well as clear corporate management
  according to the parameters defined in the existing regulations, is proposed.

  D) Legal Risks – The existence of any eventual litigation or action by authorities against the
  company cannot be foreseen or restricted and, therefore, a risk will always be present. However,
  it is the intention of the company to strive to maintain this risk at the lowest levels possible and
  to do that, the company policy is that the structure and development of the activities of each
  dependency are focused on the prevention of legal risk, which constantly involves the analysis
  of the company’s lawyers and outside counsel.

  E) Financial Risks – Different events, such as market situation, the company’s ability to retain its
  investors and the cost of the company’s debt, could eventually affect it. Therefore, through the
  control of the previously mentioned risks, the company aims for its financial stability. Additionally,
  it is the policy of Almacenes Éxito S.A. to evaluate permanently the investment of the resources
  it has, as well as search for viable alternatives for financing and maintain the levels of debt within
  reasonable limits, so as to allow the fulfillment of obligations to third parties and the generation of
  retribution for investors. Similarly, through control mechanisms, the processes that avoid undue
  loss in the company’s assets – resulting from causes such as theft or damage to them – are
  permanently reviewed.

  F) Political Risks – Every time the company’s activity is concentrated in Colombia the risk from
  social and political processes could affect the company’s performance. IN order to prevent and
  mitigate this risk, the company actively participates in social – improvement processes through
  its Fundación Éxito; it participates in the discussions for the adoption of the rules that affect
  it, seeks to maintain levels of employment that give stability to a high number of Colombian
  families, and pays its taxes on time in amounts that constitute substantial revenue for the Nation.

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     2. The General Assembly of Shareholders

     As the highest governing body of the company, the General Assembly of Shareholders has powers to
     determine the mechanisms for assessing and controlling the activities of the directors, the exercise
     of direct control on such activities and the examination of the company’s situation, within the limits
     imposed by law.

     The General Assembly of Shareholders will review, approve or disapprove the year – end balance
     sheets and the accounts that the Legal Representative and the Board of Directors of the Company
     must provide.

     Also, the General Assembly of Shareholders will consider and approve the reports of the directors
     regarding the status of the company business and the Fiscal Auditor’s report, which is required by
     law.

     At the end of each accounting year, at the time indicated by law or in the Statutes, the Legal
     Representative will submit to the Assembly, for approval or disapproval, the following documents:

       A) The general – purpose individual and consolidated financial statements, together with their
       notes, cut off at the end of the respective year.

       B) The opinions on the financial statements and other reports, issued by the Fiscal Auditor or by
       an independent public accountant.

       C) The management report presented by the Legal Representative will contain an accurate
       description of the evaluation of business and the economic, administrative and legal situation of
       the company. Also, the report will include information on:

          1) The important events occurring after the fiscal year
          2) The expected evolution of the company
          3) The state of compliance on the rules regarding intellectual property and copyrights by the
          company

     The report must be previously approved by a majority vote of the attendees of the Board of Directors
     in which it has been presented for consideration; it will be accompanied by the explanations or
     caveats of those who do not share these views.

     3. Internal Control

       3.1 Concept

       Internal control is a process executed by the Board of Directors, management and, in general, all
       the company’s staff; it seeks to provide reasonable assurance to achieve the following objectives:

       A) Effectiveness and efficiency in operations
       B) Reliability of financial reporting
       C) Compliance with applicable laws and regulations

       The design, execution, evaluation and feedback of the company’s internal – control systems is
       the responsibility of management.

       3.2 Internal – Control Components

       A) Control environment


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B)      Risk assessment
C)      Control activities
D)      Information and communication
E)      Monitoring

The control environment provides the setting in which people routinely perform and monitor its
activities. It is the foundation of the other components of internal control. Within this environment,
management assesses risks to achieve the specific objectives and, in this way, implements
controls designed to minimize the probability of occurrence of these risks.

Simultaneously, it produces and communicates the relevant information to all the company,
which, in turn, permits monitoring the process and modifying it according to circumstances.

3.3 Roles and Responsibilities

In Almacenes Éxito S.A. internal control is the responsibility of each and every one of its members.
In this sense, there are many activities of the operation that contribute to achieving that objective.
Additionally, as a complement to this control structure, there are several entities, both internal
and external, that are par excellence evaluators and give feedback on the company’s internal –
control system.

3.4 Internal – Control Elements and Bodies

     3.4.1 The Board of Directors

     A Statutory function of the Board of Directors is to establish company policies in the different
     orders of its activities, especially in commercial, economic, financial and labor matters; adopt
     plans and budgets for the development of the company’s businesses; and establish the rules
     and regulations for the organization and operation of all units of the company. To fulfill this
     function, the Board may form working committees, whose aim will be making recommendations
     on these matters.

     Additionally, the Board of Directors, through the Compensation, Evaluation and Monitoring
     Committee of the Code of Good Governance, indicated the guidelines that the Comptroller or
     the internal – control body will follow to exercise control on the activity of the managers and
     senior managers.

     3.4.2 The Finance and Auditing Committee

     This committee was established with the purpose of assisting the Board of Directors with its
     vigilance work. Notwithstanding the functions that this code or the Statutes give to other
     committees or bodies of the company, this committee will review the financial – reporting
     process, the internal – control system and the management of financial risks, the auditing
     process and the company process to monitor compliance with the legal rules and the internal
     codes of conduct.

     The committee will be composed of at least three (3) members of the Board of Directors,
     including all the independent members, who will be elected for the Board of Directors itself
     and will have adequate experience to fully carry out the functions that correspond to it. The
     committee chairman will be an independent member. Also, the Auditing Committee will be
     attended by the company’s Fiscal Auditor, who will attend with voice, but no vote.

     Operation: The Auditing Committee will meet at least every three (3) months, and the decisions
     made there will be adopted by a simple majority. This committee, in the terms established
     by the National Government, will supervise the fulfillment of the internal – auditing program,
     which must take into account the business risks and fully evaluate all areas of the issuer.
                                                                                                         55
     It will also ensure that the preparation, presentation and disclosure of financial information
     complies with the legal dispositions; it will review the financial reporting process, the internal
     – control system and financial – risk management, and the company process to monitor
     compliance with the legal regulations and the internal codes of conduct. To fulfill its functions,
     the Auditing Committee may hire independent specialists in specific cases in which it is
     deemed appropriate, observing the company’s general policies on hiring.

     Its main duties, without prejudice to any others that are subsequently determined, are:

     A) To consider the financial statements before being presented for consideration by the Board
     of Directors and the maximum social body;

     B) To evaluate whether the administration of the company is establishing the culture of
     adequate control through communication to all employees on the importance of fulfilling their
     duties and responsibilities, as well as the importance of internal control and risk management.

     C) To assess whether the internal – control recommendations, made by both the internal and
     external auditors, are being implemented by the administration of the company.

     D) To improve understanding on the areas that represent the greatest financial risk and how
     management is administering them.

     E) To review important, legal and non – legal matters, in relation to the accounting and
     reporting systems, including the development that are carried out in this area, in order to
     understand the impact they will have on the financial statements.

     F) To review the scope and focus proposed by Fiscal Auditing for their auditing work and
     ensure that it is not unreasonably restricted. Also, evaluate the performance of Fiscal Auditing
     and consider its independence.

     G) To review the scope and focus of the activities of the Comptroller and ensure that it is not
     unreasonably restricted. Also, evaluate the performance of the Comptroller and consider its
     efficiency and independence within the company.

     3.4.3 The Compensation, Evaluating and Monitoring Committee of the Code of
     Good Governance
     The Board of Directors will form a Compensation, Evaluation and Monitoring Committee of
     the Code of Good Governance, which will consist of three (3) members.

     The main functions of the Compensation, Evaluation and Monitoring Committee of the Code
     of Good Governance are:

     A) To outline the general policies for the election and individual and collective evaluation
     of each one of the directors, senior managers and managers, according to the duties and
     responsibilities assigned to each one of them;

     B) To establish the parameters to be followed to adopt the requirements that directors and
     managers must follow for their remuneration and awards;

     C) To regulate the possibility of giving company shares to different employees as remuneration,
     recognition or incentive;

     D) To draw the lines that the comptroller or the internal – control body will follow to supervise
     the activities of managers and senior managers;

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E) To know and settle the issues related to the complaints inherent in the effective
implementation of the Code of Good Governance.

The deliberative quorum required for this committee will be three (3) of its members, and the
decisions will be adopted by a majority of the attendees.

3.4.4 The Expansion Committee

The Board of Directors will form an Expansion Committee in order to support business
investments and growth.

The meetings of this committee will be held – in principle – every month. However, the same
committee will determine the frequency of the meetings in each case.

It will deal principally with the expansion and investment plans and strategies, as well as the
performance of the investments.

The deliberative quorum required for this committee will be three (3) of its members, and the
decisions will be adopted by a majority of the attendees.

3.4.5 The Comptroller

The company Statutes established that the company will have a dependency for the Comptroller
or Internal Control, which will be responsible for the operational and financial, as well as the
computer and technology auditing. In addition, this dependency will ensure the reliability of
financial reporting and compliance with the established processes in the company.

Currently, the Comptroller Unit consists of three (3) departments, which operate under the
direction of the Comptroller:

A) Operational and Financial Auditing
B) Computer and Technology Auditing
C) Loss Control

The operating and financial and the computer and technology auditors are appointed and
removed by the Comptroller, in accordance with the selection process established in the
company.

The head of the Loss Control Department is elected by the Comptroller, in consensus with the
Loss Control Committee.

The members of the Loss Control Committee, as well as the Comptroller, are elected by the
Legal Representative of the company.

The mission of the Comptroller Unit is to carry out a systematic, permanent evaluation of the
company in order to identify key risks, evaluate if the existing controls are fulfilled and if they
are sufficient and adequate, producing recommendations to strengthen the internal – control
system.

The Unit works with a focus on processes through which the company’s activities are evaluated,
so that it produces useful information for the different observers thereof in relation to internal
control.




                                                                                                      57
          3.4.6 The Committee Chair
          The Comptroller Unit is composed of the President, Vice Presidents and Secretary General of
          the company. This committee studies and analyzes the principal internal – control observations
          arising from the evaluation activities of the Comptroller Unit.

          3.4.7 The Loss Control Committee

          The Loss Control Committee is composed of the Comptroller, the Commercial Vice President,
          the Vice President of Operations, the Vice President of Human Management, the Vice President
          of Management and Technology, the Financial Vice President, the Real Estate Vice President
          and the Manager of Logistics. It meets monthly to deal with those control aspects that reduce
          the risks of missing goods from the physical inventory and other aspects related to internal
          control.

     4. External Control

     The external control of the company’s activity is exercised through the following bodies and
     entities:

     A) Fiscal Auditing
     B) The Office of the Superintendent of Finances
     C) The Office of the Superintendent of Industry and Commerce
     D) The Office of National Taxes and Customs

     5. Control Mechanisms

     Across the Board of Directors and the Comptroller Unit (internal control) and Fiscal Auditing
     (external control), according to the case, there is a continuous evaluation and control of the
     company’s management bodies. It is up to them to ensure the proper administration of
     the company, the adequate conservation and investment of its assets, and orderly, efficient
     management of its resources in fulfilling its purpose.

     Within the above parameters, the previously mentioned bodies are empowered to:

     A)Inspect the accounts of the company, its balance sheets, the assets and securities of
     the company and those it has in custody; all the operations, inventories, minutes, books,
     correspondence, accounting and business records of the company.

     B) Request written reports from the company administration and management bodies on
     general and specific issues of interest, as well as the clarifications, additions and explanations
     that they require.

     C) Inform the Legal Representative of the company, its Board of Directors or the General
     Assembly of Shareholders, as the case may be, of the findings made by them.

     D) Inform the Compensation, Evaluation and Monitoring Committee of the Code of Good
     Governance, as well as the Conflict of Interest Committee of all those situations that
     constitute a violation of this Code or the Conflict of Interest Handbook, adopted by the
     company.




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Chapter II - Prevention, management, disclosure and resolution of conflicts of interest,
ethics and sanctions

1. Conflict of Interest

Paragraph T) of Article 34 of the Statutes, regarding the functions of the Board of Directors,
determines that it is a function thereof to approve the company’s Conflict of Interest and Insider
Trading Handbook and regulate that relating to the establishment and operation of the Conflict of
Interest Committee.

The company’s Conflict of Interest and Insider Trading Handbook contains all the regulations related
to the prevention, management, disclosure and resolution of conflicts of interest, as well as the
criteria governing the relations between the company and its shareholders, officers and managers.
This Handbook is available to those interested in the Office of Shareholder and Investor Attention.

The rules contained in the Handbook are mandatory for all employees, administrators, managers
and senior managers of Almacenes Éxito S.A. with a valid work contract; its purpose is to ensure
that the company’s interest outweighs the particular interest of each one of the employees or third
parties, when – in the development of the tasks assigned – the double quality of company employee
and his or her particular interest could appear to be compromised.

Additionally, the Handbook contains the prescribed standards pertaining to the conduct that
company shareholders should follow, so that the interest thereof prevails.

For the purposes of complying with the regulations contemplated in the Handbook, the company
has a Conflict of Interest Committee that is in charge of ensuring the compliance with, definition
of and – ultimately – resolution of all matters relating to the regulations referred to in the Conflict of
Interest and Insider Trading Handbook.

   1.1 Prevention of Conflicts of Interest

      1.1.1 Duties

         1.1.1.1 Duties of the Shareholders (Majority and Minority)

         According to the Handbook, the duties of all the shareholders of the company are:

         A) Keep the company informed in a timely manner on any transaction that has as its object
         the shares of Almacenes Éxito S.A.

         B) Both the controlling shareholders as well as the minority shareholders must inform the
         company management of any type of relevant information, complaint, suggestions and/or
         claim, in order to get an answer on the subject.

         C) Both the controlling shareholders and the minority shareholders must inform the
         company’s Board of Directors regarding any doubt, concern, complaint or claim in relation
         to the effective implementation of the Code of Good Governance.

         1.1.1.2 Duties of Employees, Administrators, Managers and Senior Officers

         The employees, administrators, managers and senior officer of the company will always act
         in good faith, with loyalty and the diligence of a good businessman.

         In the development of the duties established in the previous Article, every company
         employee, administrator, director and chief executive officer must fulfill the following
         objectives, as well as those indicated in the Internal Work Regulations and the law:
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       A) Contribute to enabling the successful accomplishment of the tasks entrusted to the
       Fiscal Auditor, the Controllership Unit and the other units of the company.

       B) Save and protect the industrial, commercial, financial and technological reserve of the
       company.

       C) Refrain from misusing insider information.

       D) Refrain from participating, either alone or through an intermediary, in the personal
       interests or those of third parties in activities that imply competition with the company or in
       acts for which there exist conflicts of interest in the terms of Article 23 of Law 222 of 1005.

       E) Refrain from other activities, the attention to which prejudices one’s obligations to the
       company.

       F) Make efforts leading to the proper development of the social purpose (of the company).

       G) Ensure strict compliance with the legal and statutory dispositions.

       H) In general, contribute to give all shareholders fair treatment and guarantee their rights.

       Every employee, administrator, director and senior official must disclose to the company
       in writing:
       I) the conflicts of interest in which he or his relatives are involved or believed to be involved;
       II) the situations of competition with the company in which he or his relatives are falling;
       III) any situation that – because of its particularities – may be at odds with the interests of
       the company. For all cases, the procedure outlined below must be followed.

     1.1.2 Prohibitions

       1.1.2.1 Prohibitions to Shareholders

       The following prohibitions apply to all shareholders of the company, regardless of their
       participation in it:


       A) The shareholders may not request insider information from the company, or information
       referring to its trade secrets, except those expressly authorized by law and on the occasions
       expressly enshrined in the rules.

       B) Shareholders will refrain from exercising any type of pressure on the company that can
       lead to an unfair treatment to the detriment of other shareholders.

       C) Shareholders may not carry out transactions involving the company’s shares without
       complying with the legal and Statutory requirements.

       D) Shareholders may not abstain from fulfilling the duties established in this code, as well
       as the laws and Governmental regulations.

       1.1.2.2 Prohibitions to Employees, Administrators, Managers and Senior
       Managers

       All company employees, administrators, directors and senior managers are prohibited from
       managing directly or indirectly – that is, alone or through an intermediary – businesses that
       result in advantages which, in accordance with the law, the Statutes and morality, can be
       categorized as contrary to the interests of the company.
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No employee, manager, director or chief executive officer may use his position in the
company or on its behalf to obtain for himself or a third party, special treatments in the
employees’ private businesses with other natural or legal persons who are suppliers or who
somehow have a relationship with the company. On the contrary, in exercising the position,
company employees, administrators, directors and chief executive officers must give third
parties a fair, loyal and equal treatment, so that their relations with the company do not
result in special treatment or advantage to one or the other, nor induce the third party to feel
obliged to have special considerations with the employee.

The assets, services, and – in general – the company’s resources should be used by its
employees, administrators, directors and chief executive officers exclusively for company
activities, which obligates them not to use them for personal advantage or that of third
parties.

No company employee, administrator, director or chief executive officer, nor his relatives,
may manage or do business with the company that are of the interest of those persons,
except when written authorization has been granted under the regulations for such purpose
as indicated in the Handbook.

Any company employee, administrator, director or chief executive officer seeking to acquire
economic participation equivalent to more than twenty percent (20%) of the capital of a
legal person, other than open corporations, who manufactures or distributes articles which
the company trades in the ordinary course of its businesses, or will provide services to it, or
who has accepted a managerial or administrative position in this entity shall obtain written
permission to do so, as indicated in the Handbook.

No company employee, administrator, director or chief executive officer may accept for
himself or his relatives, attentions in cash or in kind (bonuses, gifts, trips, samples, etc.)
from company customers or suppliers, or from persons or entities with which he has
any commercial or service relationships that may involve a significant compliment that
compromises or tilts his behavior to favor those who make such attentions, or which in any
way could cause suspicion.

Within this criterion, employees, administrators, directors and chief executive officers are
permitted to accept only the normal attention and use of business practices (for example,
agendas, pens, cups, calendars and the like). The delivery of bonuses, gifts and samples
must be in the offices.

The company will promote the reduction of these practices.

No employee, administrator, manager or senior manager of the company may provide
samples of goods, which will be returned to its respective owner or supplier.

If the case of perishable samples, or those that suppliers provide with the evidence that
they will become the company’s property, the policies and rules for the handling of these
samples, which have been determined by the Office of the Commercial Vice President, will
be applied.

No company employee, administrator, director or chief executive officer may provide third
– party data or information that is considered INSIDER INFORMATION, as defined in these
regulations, unless authorized by the company President or the President’s Committee, and
which – in its view – will be provided only in those cases that merit it, and whose purpose
is not speculation. Nor may any employee, administrator, director or chief executive officer
use such information for his private advantage or that of third parties.

Employees, administrators, directors and chief executive officers, while in the performance
of their duties, may not:                                                                          61
           A) In corporations, be designated or exercise managerial responsibilities simultaneously
           on more than five (5) boards of directors, providing that the person has accepted the
           responsibilities.

           B) Except in cases of legal representation, company employees, administrators, directors
           and chief executive officers may not represent shares that are not their own at meetings
           of the shareholder assembly, while in the performance of their duties, nor substitute the
           proxies given to them. They may not vote on the balance sheets and year-end accounts.

           C) Encourage, promote or suggest to shareholders the empowerment in which the name of
           the representative for the shareholders’ assembly is not clearly defined.

           D) Receive proxies from the shareholders for the shareholders’ assembly meetings, in
           which the name of the respective representative is not clearly defined.

           E) Accept as valid those proxies conferred by the shareholders, without the fulfillment
           of the requirements of Article 184 of the Commercial Code, to participate in shareholder
           assemblies.

           F) Recommend to shareholders that they vote for a particular list.

           G) Suggest, coordinate or agree with any shareholder or any shareholder representative, to
           vote for or against any proposition that is presented in the assembly.

           The competitions promoted by the company and its suppliers will have regulations that
           ensure transparency for customers. These regulations will be followed by all employees,
           administrators, directors and chief executive officers.

           No employee, administrator, director or chief executive officer may use for himself those
           promotional materials that suppliers have entrusted to the company for customers, unless
           done so as a customer, and following the rules defined by each supplier.

     1.2 The Procedure to Resolve and Disclose Conflicts of Interest

     Article 58 of the Statutes established that the company would create a Conflict of Interest
     Committee, which would be in charge of ensuring the compliance with, definition of and –
     ultimately – resolution of all matters relating to the regulations referred to in the Conflict of Interest
     and Insider Trading Handbook.

     According to the nature of the person involved in a conflict of interest or in one of the situations
     described in the Handbook, the Conflict of Interest Committee will be formed according to the
     following rules:

     A) In the event of conflicts of interest that involve company employees, administrators and
     directors, who are not expressly related in the other events, the Committee will be composed of
     the Vice President of Human Management, the Secretary General and the Head of the Comptroller
     Unit.

     B) In the event of conflicts of interest arising that involve company Vice Presidents and/or the
     President, the committee will be composed of three (3) members of the Board of Directors, which
     this body in full will designate for this purpose.

     C) In the event that the conflict of interest involves one (1) member of the Board of Directors,
     who is not a company employee, this situation must be communicated to the Compensation,
     Evaluation and Monitoring Committee of the Code of Good Governance, as soon as the situation
     arises. The Committee will decide the authorization or appropriate measures, according to
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the parameters established in the Handbook. In the event that the conflict arises in regard to a
member of the Board who is a member of this Committee, he or she shall not participate in the
respective decision.

D) In the event that conflicts of interest arise between company shareholders, the Conflict of
Interest Committee will be composed by the company President, the Fiscal Auditor and a third
person designated by the previous two members, who does not have the quality of shareholder
or employee, who will determine the legal measures that will be adopted in order to remedy this
situation.

E) The Conflict of Interest Committee will have a secretary designated by the members of the
Committee itself, who will be in charge – among other things – of making the notifications that
may arise.

In the event that a measure is taken by the Conflict of Interest Committee, the following rules will
be addressed:

A) The Conflict of Interest Committee may carry out the tests required to ascertain the facts that
are the subject of its decision, for which it will have a period not exceeding sixty (60) business
days after the existence of a possible conflict of interest has been brought to its attention.

B) Once the evidence has been collected, the parties involved in the conflict may direct their
closing arguments to this body within a period not to exceed twenty (20) days from the date on
which the Committee notifies them in writing of the closure of the investigation stage.

C) At the expiration of the period to present closing arguments, the Committee will have a period
of twenty (20) days to pronounce its final decision as to the existence or not of conflict. If
the decision is positive, it will recommend the corrective actions it deems appropriate in order
to ensure compliance with the Handbook and to preserve the interests of the society, without
prejudice to comply with the laws and to initiate the legal and/or administrative actions that may
apply.

D) The final decision will be communicated to the interested parties or sent to the address
indicated and/or the one that appears in the files of the society.

All company employees, administrators, directors or senior managers must consult the Conflict
of Interest Committee on all those events that may offer doubts concerning the scope of these
rules and philosophy that inspires it. The interpretation made by the Committee shall be binding.

1.3 Effectiveness and Sanctions

The Conflict of Interest and Insider Trading Handbook is understood to be incorporated into
the work contract of all company employees, understanding that the sanctions contemplated
in the company’s Internal Work Regulations will be applied to the breaches of the duties and
prohibitions covered in this Handbook, in accordance with the provisions in the existing labor
regulations, subject to the civil or criminal liability that might arise from the violation of its rules.

With regard to members of the Board of Directors, those who are members of the Conflict of
Interest and Inside Trader Committee will determine the sanctions to be imposed in each case
when an infraction of the duties and/or prohibitions that apply to them has occurred.

The violation of the duties and/or prohibitions by shareholders will carry the penalties provided
by law.
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     2. Conflicts among Shareholders

     The disputes arising between shareholders and the company, or among the shareholders, because
     of the social contract, during the existence of the company, at the time of the dissolution or in the
     liquidation period, will be subjected to the decision of a Court of Arbitration, composed of three
     (3) arbitrators appointed by mutual agreement of the parties; failing agreement, by the Medellín
     Chamber of Commerce. The decision will be pronounced legally, preferably by applying the rules
     contained in the Statutes and, if not indicated in them or Colombian law, by the general principles
     or law and natural justice, all in accordance with the legal rules that regulate the arbitration process.

     If the Chamber of Commerce fails to designate the arbitrators for any reason, the appointment will
     be made in accordance with the legal rules of civil procedure applicable to the case.

     Arbitration may be dispensed with if, within fifteen (15) days following the date on which the
     dispute arises, the parties concerned are able to compromise and – dealing with a dispute that is
     susceptible to being settled, resolve to submit it to conciliators. In this case, each party will appoint
     one (1) person of recognized honesty and competence in the businesses in which the company
     participates, after approval of the other party. The appointments will be communicated jointly by
     the parties, without indicating which of them made the respective designation. The conscious
     decision will be made based on the arguments and evidence that the interested parties present
     verbally or in writing.

     There being no agreement on the decision to be made, the conciliators will be empowered to name
     a third conciliator, in which case they must again study the matter(s) in question, and resolve the
     matter unanimously or by a majority vote. The decision by the conciliators in the manner provided
     above will be binding and conclusive on the parties, producing, consequently, a binding effect of a
     contractual nature, according to the law.

     Chapter III - Criteria for stock trading by executives, insider trading and the repurchase
     of shares

     The trading of shares by company administrators and managers, the use of insider information and
     the repurchase of shares will be subject in all cases to the provisions of the laws, the Statutes and
     the Conflict of Interest and Insider Trading Handbook.

     1. The Acquisition of Shared by Employees and Managers

     Under the Statutes, the persons who are qualified as company managers shall not – for himself or
     through a third party – transfer or acquire shares in the company while in performance of his duties,
     except in the case of operations that are not subject to speculation and with the authorization of the
     Board of Managers, granted by the affirmative vote of two – thirds (2/3) of its members, excluding
     the applicant.

     Additionally, the Statutes empower the Board of Directors to issue shares to be subscribed exclusively
     for employees of the company or its subordinates companies in favor of seniority and excellence for
     their services or for other just reasons or coexistence freely appreciated and adopted by the Board
     of Directors. To this effect, the Board of Directors may issue and regulate up to ten percent (10%)
     of the shares currently in reserve, and in the same percentage those that are created in the future
     to increase the authorized capital. Consequently, it will freely determine the number of shares to be
     issued, the person or persons benefitted with the subscription and the proportion in which they are
     subscribed, the price, the form of payment, and all other particulars of the subscription.

     The Board of Directors may use its faculty as many times as it sees fit, within the limit of the
     percentage of shares in reserve aforementioned, as well as recognizing the right to subscribe one
     or more times, whether the person is an employee, shareholder or non – shareholders, and also give
     the right to future subscriptions of the same class.
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The Board of Directors will regulate, implement and disclose the procedure applicable to award
authorizations to company administrators and managers to dispose of or acquire shares thereof
while they are exercising their respective positions.

2. Insider Trading

The Conflict of Interest and Insider Trading Handbook establishes that no employee, administrator,
manager of chief executive officer of the company may provide to third parties data or information
considered as INSIDER INFORMATION, unless authorized by the company’s President or the
President’s Committee, which will be awarded only in those cases that merit it, in its judgment, and
whose purpose is not speculation. Also, this information may not be used for one’s own advantage
or that of third parties.

3. The Acquisition of Own Shares by the Company
The acquisition of the company’s own shares will be subject to legal dispositions; it will require the
approval of the General Assembly of Shareholders, which must use the company’s net profits, to
form the specific reserves with them for this purpose.

It is the responsibility of the Board of Directors to use the reserve ordered by the Assembly to
acquire the shares issued by the company, provided that they are fully paid and in compliance with
the rules applicable to stock – market trading. The Board of Directors is, likewise, empowered to
take such further action as it deems necessary to any of the destinations stipulated in Article 147 of
the Commercial Code.

4. Economic Relations between Company Employees, Managers and Shareholders

The criteria applicable to the economic relations between company employees, managers and
shareholders are specifically established in several chapters of this Code, as well as in the Conflict
of Interest and Insider Trading Handbook and the company Statutes. Where the mechanisms and
guarantees for their implementation are found.

In a generic sense, the economic relations previously described will be governed by the criteria of
legality, transparency, justice, equality and absolute respect for the rights of the shareholders and
investors, regardless of their class.

In accordance with the Statutes and the provisions of this Code, it lies with the managers of the
company, its Legal Representative and the Board of Directors thereof to ensure compliance with
these criteria, in the manners and procedures herein described.




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     Title III - Mechanisms of protection and information of shareholders
     and investors, holders of other securities issued by the company
     and offered through public offer, approved by the office of the
     superintendent of securities
     Chapter I - Mechanisms of protection of the interest of shareholders and holders of
     other securities issued by the company and offered through public offer, approved by the
     office of the superintendent of finances

     The function of the Board of Directors to ensure respect for the rights of those who invest in
     securities issued by the company, to ensure its effective compliance and disclosure, and promote
     fair treatment for all shareholders and investors. To do this, it will implement mechanisms, such as:

     1. Mechanisms to ensure the equal treatment of all shareholders and holders of securities
     other than shares, issued by the company and offered through Public Offer, approved by
     the Office of the Superintendent of Finances

     It is the job of the Board of Directors to ensure respect the right of shareholders to:

     A) Participate in company dividends and profits

     B) Participate in the appointment and removal of the members of the Board of Directors and evaluate
     their management report.

     C) Participate and vote in the General Assemblies of Shareholders
     Submit proposals, provided that they are formulated by a plural number of shareholders that
     represents at least five percent (5%) of the shares subscribed, and receive a reply in writing, clearly
     indicating the reasons for the decision. In any case, such proposals may not be for topics related
     to industrial secrets or strategic information for the development of the company.

     For such purposes, it is guaranteed that fair treatment will be given to all shareholders and holders
     of securities other than shares, issued by the company and offered through Public Offer, approved
     by the Office of the Superintendent of Finances, whatever their nature. This is an express duty of all
     company employees and managers and a commitment and principle thereof.

     The company, committed to this principle, through the Office of Attention to Shareholders and
     Investors will provide the same treatment to requests and complaints from its investors and
     shareholders, independent of the value of their investment or the number of shares they represent.
     The Compensation, Evaluation and Monitoring Committee of the Code of Good Governance will act
     in the same manner.

     Under the Statutes, company shareholders have the same rights and privileges. Each one of the
     shares inscribed in the Share Register Book will confer the right to one vote in the Assembly, without
     restriction regarding the number of votes that the holder or his representative may cast, but observing
     the prohibitions or disqualifications that the law establishes to vote on certain decisions, such as in
     the case of the company managers and employees to vote on the events indicated by law.

     The votes corresponding to a single shareholder may not be split up.

     Every decision and election that corresponds to the General Assembly of Shareholders will be
     adopted through public vote, in accordance with the system of majority established in the Statutes.


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Under the Statutes, the Board of Directors of the company is elected by the Assembly through
the electoral – quotient system, in the manner prescribed by law, unless they are provided by the
unanimous vote corresponding to the totality of the shares represented in the meeting, or the
National Government establishes the obligation to apply a different voting system.

The negotiation of shares and the inscription in the Share Register Book will be subject in all cases
to that stipulated in the legal dispositions and the Statutes.

In virtue of the nominative nature of the shares, the company will recognize the quality of shareholder
or holder of the rights on the shares only on the person who appears inscribed as such in the
mentioned Register.

No act of disposal or transfer, lien or limitation, embargo or award of shares will produce effects
on the company and third parties, but by virtue of its inscription in the Share Register, to which the
company cannot refuse except by the order of the competent authority, or when dealing with shares,
for whose negotiation specific requirements or formalities are required that have not been fulfilled.

In accordance with the Statutes, in cases of disposal, the entry in the Share Register book will
be made by a written order of the seller, either through a “letter of transfer” or in the form of the
endorsement of the respective certificate. In the case of forced sales and those of adjudication,
the registration will be made through the presentation of the original or an authenticated photocopy
of the respective documents which contain the order or communication from the person legally
authorized to do so.

To make a new inscription and issue the certificate to the purchaser, the company will first cancel
the certificates issued to the assignor or the former owner, except in the case in which the tradition
has been carried out on a certificate that is located in a decentralized Securities Deposit; in this
case, the certificate will not be cancelled and, consequently, a new certificate will not be issued, but
the relevant inscription will be made in virtue of the communication issued by the depository entity
of the securities.

The Company assumes no responsibility for the events or circumstances not recorded in the order
of transfer and that could affect the validity of the contract between the assignor and the assignee.
To accept or reject transfers, it will only attend the compliance with the external formalities of the
transfer. The company will not be held responsible when the inscription is made in virtue of a court
order, a notarial act or instructions issued by a Centralized Securities Deposit.

In the event that in the document, in which the transfer is established, or in the corresponding order
nothing is expressed to the contrary, the dividends payable will belong to the purchaser from the
date of this document or order, unless the negotiation was made through the stock exchange, in
which case the regulations related to the “ex – dividend date” will apply, according to the provisions
of the law.

   1.1 Monitoring of internal control by shareholders and holders of securities other than
   shares, issued by the company and offered through Public Offer, approved by the
   Office of the Superintendent of Finances

   The company’s internal control is exercised by the Comptroller and the company managers in the
   manner indicated in this Code.

   The shareholders and holders of securities other than shares issued by the company and offered
   through Public Offer approved by the Office of the Superintendent of Finances can consult the
   reports and communications issued by the Fiscal Auditor or other bodies of the company and
   propose questions and concerns to the different entities thereof, through the Office of Attention
   to Shareholders and Investors.

                                                                                                           67
       Additionally, the company’s Fiscal Auditor will present the respective report of the period to the
       General Assembly of Shareholders annually.

       Also, through the Office of Attention to Shareholders and Investors, they may present requests
       for information on the assessment of the controls implemented by the company that have been
       carried out by the company’s Comptroller Unit, as well as requests on the control of specific,
       concrete issued, carried out by this body.

       1.2 Notification of the General Assembly of Shareholders by minority shareholders

       The notification for an extraordinary meeting of the General Assembly of Shareholders by minority
       shareholders will be subject to the rules related to the stock market, the other legal regulations on
       the matter and as established in the Statutes.

       Under the Statutes, extraordinary meetings may be held when unforeseen or urgent needs of the
       company so warrant them. They may be convened by the Board of Directors, the President or
       the Fiscal Auditor, either through his own initiative or at the request of a number of shareholders
       that represents one – fourth (1/4) or more of the subscribed shares.

       Notwithstanding the above, the company’s Board of Directors will convene these extraordinary
       meetings by a duly substantiated request, to the Office of Attention to Shareholders and
       Investors, by one (1) or more shareholders who shares represent at least ten percent (10%) of the
       company shares in circulation, as long as – in the judgment of this body – there exist elements
       that reasonable permit inferring that the assembly meeting is necessary to protect the rights of
       the shareholders.

     2. Criteria and guarantees of transparency and independence in decision making by the
     General Assembly of Shareholders

     According to the Conflict of Interest and Insider Trading Handbook, company employees and
     managers – while exercising their positions – may not exercise powers to represent shares of others
     in the meetings of the Assembly of Shareholders of the company, or substitute the powers conferred
     on them, except for the shares that they represent in the exercise of legal representation.

     Company employees and managers may not vote, even with their own shares, on decisions aimed
     at approving the balance sheets and year – end accounts or the liquidation of the company.

     In compliance with Article 23 of Law 222 of 1995 and Articles 184 and 185 of the Commercial Code,
     seeking to ensure independence and transparency in decision making by the General Assembly
     of Shareholders, the company, through this Code of Good Governance, imposes the following
     prohibitions and obligations on its employees and managers:

       2.1 Prohibitions

       No employee, administrator or manager of the company may, by themselves or through an
       intermediary:

       A) Encourage, promote or suggest empowerment to shareholders where the name of the
       representative for the Shareholder Assemblies of the respective companies is not clearly defined,
       or receive these powers from the shareholders.

       B) Accept as valid the powers conferred by shareholders, without the fulfillment of the requirements
       established in Article 184 of the Commercial Code, to participate in Shareholder Assemblies.



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  C) Suggest or determine the name of those who will act as proxies in the Shareholder Assemblies
  or recommend to the shareholders that they vote for a specific list.

  D) Suggest, coordinate or arrange with any shareholder or any representative of shareholders
  the presentation in the Assembly of proposals that are to be submitted for consideration, or the
  voting for or against any proposal that is presented therein.

  2.2 Obligations

  In line with earlier prohibitions, the duties of administrators and managers of the company are:

  A) To return to the grantors of power the powers (proxies) that may contravene the prohibitions
  above.

  B) Inform shareholders that the powers (proxies) may not be conferred on persons directly or
  indirectly related with the administration or the employees of the company.

  C) Take all the necessary measures to ensure that the officials of the respective company act with
  neutrality in relation to the other shareholders.

  D) Adopt all the appropriate and sufficient measures to ensure the effective participation of the
  shareholders in the Assembly and the exercising of their political rights.

  It is the responsibility of the Board of Directors of the company to verify compliance with the
  foregoing obligations and prohibitions in the development of its monitoring role in complying with
  this Code of Good Governance.

  In light of the foregoing, the dispositions outlined above will have all the mechanisms and
  guarantees enshrined in this Code to verify their fulfillment. For this reason, the shareholders
  may denounce their non – compliance and claim any corrections before the Office of Attention
  to Shareholders and holders of securities other than shares issued by the company and offered
  through Public Offer, approved by the Office of the Superintendent of Finances.

  The Board of Directors of the company will require from the managers and administrators, prior
  to each Assembly, the fulfillment of the above and take the steps necessary to remedy any
  shortcomings identified.

3. Mechanisms to recover from shareholders and holders of securities other than shares
issued by the company and offered through Public Offer, approved by the Office of the
Superintendent of Finances in fulfillment of the Code of Good Governance

It has been established in the Statutes that a function of the Board of Directors is to ensure the
effective implementation of the Code of Good Governance of the company, as well as its disclosure.
Therefore, the Board will ensure the continued enforcement of the specific measures regarding the
government of the company, its conduct and its information, thus ensuring respect for the rights
of the shareholders and holders of securities other than shares issued by the company and offered
through Public Offer, approved by the Office of the Superintendent of Finances.

Shareholders and investors may make a complaint to the Board of Directors regarding the effective
compliance with the Code of Good Governance, by presenting their complaint in writing, addressed
to the Compensation, Evaluation and Monitoring Committee of the Code of Good Governance,
which will be in charge of meeting and resolving these issues.

Shareholders and holders of securities other than shares issued by the company and offered
through Public Offer, approved by the Office of the Superintendent of Finances, may present their
complaints through the Office of Attention to Shareholders and Investors.
                                                                                                       69
     The Compensation, Evaluation and Monitoring Committee of the Code of Good Governance will
     respond in writing to the requested presented, no later than thirty (30) calendar days following the
     presentation of the relevant request, and reporting the measures taken by virtue of that request.

     Chapter II - The office of attention to shareholders and investors

     The company has an Office of Attention to Shareholders and Investors, under the direction of
     the Secretary General of the company. This office will have the support of the company’s Vice
     President of Finances, in coordination with Legal Management. This office, which is found in the
     company’s headquarters – where shareholders and holders of securities other than shares issued
     by the company and offered through Public Offer, approved by the Office of the Superintendent of
     Finances – may present all the requests and inquiries relating to the company. Additionally, through
     this office complaints regarding compliance with the Code of Good Governance may be presented;
     these will be channeled to the Compensation, Evaluation and Monitoring Committee of the Code of
     Good Governance.

     A copy of this Code of Good Governance will rest in this office, for ongoing consultation by interested
     shareholders and investors.

     Shareholders or investors can go to this office, or contact the staff thereof by calling (574) 339 –
     5170, as well as sending an e – mail to patricia.velez@grupo-exito.com.

     When the requests, communications and complaints are presented by a plural number of
     shareholders or investors, they must designate – in the first communication sent to this office –
     their representative, who henceforth will be the person to whom the respective procedures and
     reports will be presented. In the event that a person is not designated, the person who first signed
     the request, communication or complaint will be understood as the person who is acting as the
     representative of the other signatories.

     The services described herein are provided free of charge, except for the issuance of copies in large
     volumes.

     Beginning on August 1, 2008 and by the express delegation of Almacenes Éxito S.A., a trust company,
     under a trusteeship to administer the shares, will carry out the administration of the services that the
     society, in its quality as the issuer of securities inscribed in the National Register of Securities and
     Issuers (Registro Nacional de Valores y Emisores, RNVE for its initials in Spanish) and the Colombian
     Stock Market, should provide the holders of shares issued and that are presently in circulation or
     that will be issued in the future by the same. In virtue of the above, it will act in representation of the
     company as a Registered Agent, Transfer Agent and Payment Agent.

     Registered Agent
     •	To	 keep	 the	 Share	 Register	 Book	 of	 the	 company,	 in	 accordance	 with	 the	 current	 regulations,	
     and inscribe in it the disposals, as well as any inscription of charges, limitations on the domain and
     precautionary measures.

     Transfer Agent
     •	To	authorize	and	process	the	transfer	of	shares	made	on	the	Stock	Market	or	elsewhere.
     •	To	 address	 and	 resolve	 shareholders’	 concerns,	 complaints	 and	 claims,	 that	 are	 related	 to	 the	
     property or charges or matters related to the shares.

     Payment Agent
     •	To	carry	out,	on	behalf	of	the	company,	the	payment	of	dividends	to	shareholders.		Payments	will	
     be made by check or in cash through the Bancolombia S.A. network.



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Chapter III - Mechanisms of information to shareholders and holders of securities other
than shares, issued by the company and offered through public offer, approved by the
office of the superintendent of finances

One of the mechanisms by which the Board of Directors will endure respect for the rights of those
who invest in securities issued by the company is by providing an adequate level of information. To
that end, it provides:

1. Communication to shareholders and holders of securities other than shares issued by the
company and offered through Public Offer, approved by the Office of the Superintendent of
Finances, of relevant findings made by the Fiscal Auditor

A) It is a Statutory obligation of the President of the company to keep the market duly informed
about the relevant and material facts occurring in the company, as well as their main risks, through
the timely sending of the information to the Office of the Superintendent of Finances and the Stock
Exchanges on which the stock issued by the company are inscribed, so that shareholders and
investors can be continuously informed of the relevant facts, events and operations related to the
company that, in any way, could affect their interests. Pursuant to the above, the President may
create a space for information for shareholders and investors on the company’s Website.

Additionally, the reports that are eventually developed by the Fiscal Auditor and that contain
information involving a substantial affectation to the patrimonial state of the company registered in
its accounting, may be known by the shareholders and holders of securities other than shares issued
by the company and offered through Public Offer, approved by the Office of the Superintendent of
Finances. These and the reports presented at the General Assembly of Shareholders are constantly
available for the shareholders and holders of securities other than shares issued by the company
and offered through Public Offer, approved by the Office of the Superintendent of Finances in the
Office of Attention to Shareholders and Investors.

Any shareholder may send requests for a written explanation to the Fiscal Auditor regarding matters
within his jurisdiction, and who will refer generally to the content of these matters in his report to the
General Assembly of Shareholders. In the course of this Assembly, any shareholder may request
additional clarifications and extensions from the Fiscal Auditor.

The members of the Board of Directors, in the interest of the shareholders, may request explanations
from the Fiscal Auditor that have to do with the financial statements of the company, the reports
submitted to the General Assembly of Shareholders and to the President of the company, as well as
the relevant findings, the result of his auditing.

The Fiscal Auditor will continuously inform the Presidency of the company the matters related
to the result of his auditing, and the Board of Directors in case the affairs detected involved top
management.

The findings carried out by Fiscal Auditing that, in the judgment of the Board of Directors can
materially affect the company, will be communicated to the Office of the Superintendent of Finances
as “relevant information,” so that the shareholders and holders of securities other than shares issued
by the company and offered through Public Offer, approved by the Office of the Superintendent
of Finances can know them. Also, the findings may be consulted in the Office of Attention to
Shareholders and Investors.

2.Conditions to make special audits by shareholders and holders of securities other than
shares issued by the company and offered through Public Offer, approved by the Office of
the Superintendent of Finances at their cost and under their responsibility



                                                                                                             71
     The Statutes of the company contemplate that the shareholders and holders of securities other
     than shares issued by the company and offered through Public Offer, approved by the Office of the
     Superintendent of Finances may conduct special audits at their cost and under their responsibility, in
     accordance with the dispositions enshrined in the Code of Good Governance, which will establish,
     as a minimum:

     The terms and conditions for the request, the matters which they may deal with, responsibilities,
     authorizations and time in which the audit is granted and must be conducted.

     Similarly, the Statutes confer on the Board of Directors the task of regulating the procedure to
     conduct such audits. In light of the foregoing, the Board has determined the following:

     A motivated request will be presented to the Office of Attention to Shareholders and Investors that
     contains:

     A) The name and complete identification of the shareholder(s) or investor(s) making the request,
     accompanied by evidence to prove the quality in which they act (a Certificate of Existence and Legal
     Representation, a power of attorney, a copy of the certificate of being the holder of the title, when
     this differs from a share).

     B) The reason for presenting this request; the valid reasons will consider exclusively those that refer
     to negligent or fraudulent act in the management, direction and administration of the company, which
     is susceptible to generating serious injury to the economic interests of the investors or shareholders.

     C) The specific issued on which the audit is related, keeping in mind that they must be directly
     related to the motivation expressed and should duly determine each one of the issues, expressing
     its relation to the mentioned motivation.

     In no case may the audits related to industrial secrets or concerning matters sheltered by legislation
     on intellectual property rights be carried out. It is understood that everything related to the company’s
     expansion plans, its commercial strategy, the negotiation procedures and the commercial information
     form part of that information considered an industrial secret. This list is only declarative.

     D) The name of the firm which will be responsible for the audit, which in any case, must be a legal
     entity of renowned technical quality, experience, independence, reputation and good name, which
     the applicant can establish.

     The Office of Attention to Shareholders and Investors will review the respective request and be
     empowered to request clarifications or additions to it, in order to comply with the above requirements
     and respond to the interested parties in a period of thirty (30) calendar days from the date of
     presenting the respective request or its last clarification or expansion.

     The company reserves the right to deny or accept the request or accept it in part, through a letter,
     when it considers that the request does not fulfill the above requirements. If the request is partially
     accepted, the interested parties may conduct the audit as it has been authorized or deliver new
     clarifications or modifications that seek to comply with such remaining requirements to this office,
     in accordance with the motivations expressed by the company.

     Once the audit is approved, the interested parties should obtain the pledge of confidentiality and
     the acceptance of the terms and conditions, which will be attached to the exercise of the respective
     audit, from the Office of Attention to Shareholders and Investors, and which is contained in the
     document that the company determines to this effect and which will be subscribed by the Legal
     Representative of the firm in charge of the audit.



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The company will establish the terms in which the respective audits must be conducted, taking into
account that they will be developed in turn, granted in consideration on the date of approval of each
one of the requests and compliance with the remaining requirements, and which will be subject to
the following rules:

A) One same shareholder or holders of securities other than shares issued by the company and
offered through Public Offer, approved by the Office of the Superintendent of Finances, may not
make more than one (1) audit per year.

B) The shareholders of the company may not conduct or request audits on any item under the
Right of Inspection, for the period in which the books and documents specified by law are at the
disposition of the shareholders of the company, plus three (3) months.

C) The shareholders of the company who have exercised the Right of Inspection consecrated by law
may not request audits related to matters examined through the exercise of the Right of Inspection
within six (6) months thereof.

D) The audits will be carried out during the hours of attention to the public in the company offices
and the period of duration will be established for each case by the company, which in no case will
be less than one (1) day nor more than ten (10) business days.

E) The documents and information on which the audits will be conducted may not be removed from
the company, nor may copies of any kind be made, except where prior, express approval has been
granted for each case by the Office of Attention to Shareholders and Investors.

F) After the audit, the company must receive in writing the report that it will provide to the interested
parties by the firm that is conducting the audit.

G) In accordance with the resolutions issued by the Office of the Superintendent of Finances, the
auditor’s working papers are subject to reserve and will be kept for a period of no less than five (5)
years, beginning on the date of their preparation.

The interested parties who requested the audit and the firm responsible thereof shall be jointly
liable responsible for any damage caused to the company, its managers or investors because of the
audit, taking into account that all the information known by them under the audit is confidential and
reserved and may not be made known to any third parties by any means, nor be used for speculative
purposes.

3. Major shareholders and actual beneficiaries of the company GRUPO CASINO, through
companies such as GÉANT INTERNATIONAL BV and GEANT Foncière B.V. is the major
shareholder of the company, with 59.82% of the shares in circulation.

Founded in 1898, CASINO is one of the largest retail groups in France, with closet to 9,500 stores,
including 348 hypermarkets, 2,084 supermarkets, 716 discount stores, 5,887 convenience stores
and 525 restaurants and other establishments. CASINO operates in countries such as France,
the United States, Mexico, Brazil, Argentina, Uruguay, Venezuela, Poland, Thailand, Taiwan, the
Philippines and Colombia.

The company presents a quarterly report to the Office of the Superintendent of Finances, in which
it reports who its principal shareholders are and provides the information requested thereon. The
Office of the Superintendent of Finances keeps a record of the principal shareholders of the company,
in accordance with the rules that regulate the public stock market.




                                                                                                            73
     Additionally, the Shareholders Registry Book, inscribed in the Aburrá Sur Chamber of Commerce
     contains the name of each one of the company’s shareholders, with the indication of the number of
     shares that each one possesses, as well as the other acts that fall on these shares and which are
     subject to registration. This book is available to the shareholders of the company, to be consulted by
     them, in order to exercise the Right of Inspection that the law enshrines, in the terms and conditions
     indicated by law and the Statutes.

     The information known by the shareholders, in exercising the Right of Inspection, may not be utilized
     by them for purposes other than their information, and in no case may it be disclosed to third parties.


     4. Dissemination programs on the rights and obligations of shareholders and other
     investors

     The rights and obligations of the shareholders and holders of securities other than shares issued
     by the company and offered through Public Offer, approved by the Office of the Superintendent of
     Finances, may be constantly consulted in the Office of Attention to Shareholders and Investors.

     Additionally, this office will inform shareholders and holders of securities other than shares issued
     by the company and offered through Public Offer, approved by the Office of the Superintendent
     of Finances, through newsletters, brochures and other publications of wide circulation, such as
     newspapers and magazines.

     5. Identification and disclosure of risks

     The shareholders and holders of securities other than shares issued by the company and offered
     through Public Offer, approved by the Office of the Superintendent of Finances, may be constantly
     informed of the facts, events and operations associated with the company that may somehow affect
     their interests, through various means:

     A) The quarterly report sent by the Department of Shares, which contains the balance sheets of the
     company, for information.

     B) Through the quarterly and year – end reports, presented by the company to the Office of the
     Superintendent of Finances, as well as the “Relevant Information” sent to this entity and the
     Colombian Stock Exchange.

     C) By exercising the Right of Inspection by the shareholders of the company, in accordance with the
     law and the Statutes.

     D) Through requests for information presented to the Office of Attention to Shareholders and
     Investors.

     E) Through the report submitted annually to the Ordinary Assembly of Shareholders by the Fiscal
     Auditor.

     F) Through the reports prepared by the Fiscal Auditing of the company (as prescribed in Paragraph
     3.3.1 of Chapter III) and the Office of Attention to Shareholders and Investors.

     G) Through the risk and investment rating prepared by internationally recognized Securities Rating
     Firms for all those issues of securities other than shares.




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Chapter IV - Criteria and processes for selecting contractors and suppliers

The selection processes promoted by the company to choose its suppliers and contractors have
their own regulations to ensure the transparency thereof. Company employees and managers,
as well as third parties interested in participating in such processes, must qualify in all cases as
provided in these regulations.

The procedures for bidding, invitations to contract and selection of suppliers and contractors of
the company are based on objective criteria and seek to determine the quality, seriousness and
experience thereof.

The company has different procedures for selecting suppliers and contractors, depending on the
magnitude of the work or contract and the area of the company in charge of it.

The Board of Directors is directly involved in the processes related to projects and contracts that,due
to their magnitude and importance to the company, so merit it, in accordance with the Statutes.

No employee may use for himself those promotional materials that suppliers have entrusted to the
company for customers, unless done so as a customer, and following the rules defined by each
supplier.

Company employees and managers must give suppliers and third parties who aspire to be so, fair,
loyal and equal treatment, so that their relations with the company do not result in special treatment
or advantage to others, or induce the third party to feel obligated to have special considerations
with the employee.

On the other hand, when the company’s business relationship with a provider results in a conflict
of interest, this will be resolved by the Conflict of Interest Committee, in accordance with the
parameters established in this Code of Good Governance, as well as in the Conflict of Interest
Handbook adopted by the company.

Additionally, and to provide transparency to the market, the financial statements presented by the
company will include a description of the transactions between related parties, in accordance with
the terms defined in Circular No. 2 of 1998 from the Office of the Superintendent of Finances, and
the other rules that modify or supplement it.




                                                                                                          75
     Conflict of Interest
     and Insider Trading
         Handbook




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                                                                                Gobierno Corporativo


Conflict of Interest and Insider Trading Handbook
Aimed at employees, administrators, managers and chief executive officers


Title I - Generalities
This company Conflict of Interest and Insider Trading Handbook contains all the regulations related
to the prevention, management, dissemination and resolution of conflicts of interest, as well as the
criteria governing the relations between the company and its officers and managers.

Chapter I - Purpose -

Article 1 - The rules contained in this handbook are mandatory for all employees, administrators,
managers and chief executive officers of Almacenes Éxito S.A. with a valid work contract. Its
purpose is that the company’s interests outweigh the individual interest of each one of its employees
or third parties, when – in the development of the tasks assigned – the double quality of company
employee and his or her particular interest could appear to be compromised.

Chapter II - Definitions -

Article 2 - Conflict of Interest is defined as the entire situation in which company employees,
administrators, managers and chief executive officers engage in activities whose purpose or effect
is that of undermining company interests, or those of linked to it, or those of its clients, for personal
or third – party benefit.

Article 3 - Insider Information is understood as that information that has not been released to
the public and, if it had been, a fairly diligent investor would have taken it into account to negotiate
his respective securities in the company, or a competitor of the company would have taken it into
account for the purposes of avoiding the impact of competition that the material content of such
information might have given him.

Insider Information will also be that which is subject to reservation, as well as that which constitutes
a trade secret of the company.

Article 4 - For the purposes of these regulations, Administrators is understood to be the following
persons: the legal representatives of the company, the liquidator, the factors , the members of the
Board of Managers and all those persons who, in accordance with the Statutes or the law, exercise
or possess those functions.

Article 5 - For the purposes of these regulations, Related is understood as (i) the relatives of
the employee, administrator, manager and chief executive officer within the fourth (4) degree of
consanguinity (in the fourth (4) degree, only first cousins are covered); (ii) the spouse or permanent
companion or partner of the employee, administrator, manager or chief executive officer; (iii) relatives
of the spouse or permanent companion or partner of the employee, administrator, manager and
chief executive officer within the fourth (4) degree of consanguinity (in the fourth (4) degree, only
first cousins are covered) and second of affinity; (iv) any entity in which the employee, administrator,
manager and chief executive officer, as well as the other persons mentioned in this Article, have direct
or indirect participation of more than twenty percent (20%) in its capital or are its administrators.
(See Annex No. 1 and graphs).

For the purposes of these regulations, there will be no if there exists a civil relationship with respect
to the relationship of consanguinity. Therefore, an adopted child is treated akin for the purpose
of determining his degree of kinship with the relatives of his adoptive parents, as well as with the
relatives of his spouse or permanent companion or partner.
                                                                                                            77
     Title II - The Prevention of Conflicts of Interest
     Chapter I - The duties of employees, administrators, managers and chief executive
     officers

     Article 6 - Company employees, administrators, managers and chief executive officers should
     always act in good faith, with loyalty and the diligence of a good businessman.

     Article 7 - In the development of the duties established in the previous Article, every company
     employee, administrator, manager and chief executive officer must fulfill the following objectives, as
     well as those indicated in the Internal Work Regulations and the law:

        A) Contribute to enabling the successful accomplishment of the tasks entrusted to the Fiscal
        Auditor, the Controllership Unit and the other units of the company.

        B) Save and protect the industrial, commercial, financial and technological reserve of the company.

        C) Refrain from misusing insider information.

        D)Refrain from participating, either alone or through an intermediary, in the personal interests or
        those of third parties in activities that imply competition with the company or in acts for which
        there exist conflicts of interest in the terms of Article 23 of Law 222 of 1005.

        E) Refrain from other activities, the attention to which prejudices one’s obligations to the company.

        F) Make efforts leading to the proper development of the social purpose (of the company).

        G) Ensure strict compliance with the legal and statutory dispositions.

        H) In general, contribute to give all shareholders fair treatment and guarantee their rights.

     Article 8: Every employee, administrator, manager and chief executive officer must disclose to the
     company in writing: (i) the conflicts of interest in which he or his relatives are involved or believed
     to be involved; (ii) the situations of competition with the company in which he or his relatives are
     falling; (iii) any situation that – because of its particularities – may be at odds with the interests of the
     company. For all cases, the procedure outlined below must be followed.




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Title III - Prohibitions and sanctions
Chapter I - Prohibitions to employees, administrators, managers and chief executive
officers

Article 9 - All company employees, administrators, managers and chief executive officers are
prohibited from managing directly or indirectly – that is, alone or through an intermediary – businesses
that result in advantages which, in accordance with the law, the Statutes and morality, can be
categorized as contrary to the interests of the company.

Article 10 - No employee, administrator, manager or chief executive officer may use his position in
the company or on its behalf to obtain for himself or a third party, special treatments in the employees’
private businesses with other natural or legal persons who are suppliers or who somehow have a
relationship with the company. On the contrary, in exercising the position, company employees,
administrators, managers and chief executive officers must give third parties a fair, loyal and equal
treatment, so that their relations with the company do not result in special treatment or advantage
to one or the other, nor induce the third party to feel obliged to have special considerations with the
employee.

Article 11 - The assets, services, and – in general – the company’s resources should be used
by its employees, administrators, managers and chief executive officers exclusively for company
activities, which obligates them not to use them for personal advantage or that of third parties.

Article 12 - No company employee, administrator, manager or chief executive officer, nor his
relatives, may manage or do business with the company that are of the interest of those persons,
except when written authorization has been granted under the regulations for such purpose as
indicated in this Handbook.

Article 13 - Any company employee, administrator, manager or chief executive officer seeking to
acquire economic participation equivalent to more than twenty percent (20%) of the capital of a legal
person, other than open corporations, who manufactures or distributes articles which the company
trades in the ordinary course of its businesses, or will provide services to it, or who has accepted
a managerial or administrative position in this entity shall obtain written permission to do so, as
indicated in this Handbook.

Article 14 - No company employee, administrator, manager or chief executive officer may accept
for himself or his relatives, attentions in cash or in kind (bonuses, gifts, trips, samples, etc.) from
company customers or suppliers, or from persons or entities with which he has any commercial
or service relationships that may involve a significant compliment that compromises or tilts his
behavior to favor those who make such attentions, or which in any way could cause suspicion.

Within this criterion, employees, administrators, managers and chief executive officers are permitted
to accept only the normal attention and use of business practices (for example, agendas, pens,
cups, calendars and the like). The delivery of bonuses, gifts and samples must be in the offices.
The company will promote the reduction of these practices.

Article 15 - No company employee, administrator, manager or chief executive officer may provide
samples of goods, which will be returned to its respective owner or supplier.

If the case of perishable samples, or those that suppliers provide with the evidence that they will
become the company’s property, the policies and rules for the handling of these samples, which
have been determined by the Office of the Commercial Vice President, will be applied.




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     Article 16 - No company employee, administrator, manager or chief executive officer may provide
     third – party data or information that is considered insider information, as defined in these relugations
     unless authorized by the company President or the President’s Committee, and which – in its view
     – will be provided only in those cases that merit it, and whose purpose is not speculation. Nor may
     any employee, administrator, manager or chief executive officer use such information for his private
     advantage or that of third parties.

     Article 17 - Employees, administrators, managers and chief executive officers, while in the
     performance of their duties, may not:

        A) In corporations, be designated or exercise managerial responsibilities simultaneously on more
        than five (5) boards of managers, providing that the person has accepted the responsibilities.

        B) Except in cases of legal representation, company employees, administrators, managers
        and chief executive officers may not represent shares that are not their own at meetings of the
        shareholder assembly, while in the performance of their duties, nor substitute the proxies given
        to them. They may not vote on the balance sheets and year-end accounts.

        C) Encourage, promote or suggest to shareholders the empowerment in which the name of the
        representative for the shareholders’ assembly is not clearly defined.

        D) Receive proxies from the shareholders for the shareholders’ assembly meetings, in which the
        name of the respective representative is not clearly defined.

        E) Accept as valid those proxies conferred by the shareholders, without the fulfillment of the
        requirements of Article 184 of the Commercial Code, to participate in shareholder assemblies.

        F) Recommend to shareholders that they vote for a particular list.

        G) Suggest, coordinate or agree with any shareholder or any shareholder representative, to vote
        for or against any proposition that is presented in the assembly.

     Article 18 - The competitions promoted by the company and its suppliers will have regulations
     that ensure transparency for customers. These regulations will be followed by all employees,
     administrators, managers and chief executive officers.

     No employee, administrator, manager or chief executive officer may use for himself those
     promotional materials that suppliers have entrusted to the company for customers, unless done so
     as a customer, and following the rules defined by each supplier.

     Article 19: Persons who are qualified as administrators of the company shall not – for himself or
     through a third party – transfer or acquire shares in the company while in performance of his duties,
     except in the case of operations that are not subject to speculation and with the authorization of the
     Board of Managers, granted by the affirmative vote of two – thirds (2/3) of its members, excluding
     the applicant.

     Chapter II - Sanctions for employees, administrators, managers and chief executive
     officers

     Article 20 - The Conflict of Interest and Insider Trading Handbook is understood as being incorporated
     in the employment contract of all company employees. It is also understood that the sanctions provided
     in the internal work regulations of the company will apply to the infringements of duties and prohibitions
     referred to in this Handbook, in accordance with the provisions of existing labor regulations, without
     prejudice to the civil or criminal liability that may arise from the failure to comply with these rules.


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Article 21 - With regard to Board of Manager members, those who make up the Committee on
Conflict of Interest and Insider Trading will determine the penalties to be imposed in each case
where there is an infringement of duties and/or prohibitions that apply to them.




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     Title IV - The conflict of interest and insider trading committee
     Article 22 - The Conflict of Interest and Insider Trading Committee is the entity responsible for
     administering, defining and ultimately resolving all matters relating to the regulations contained in
     the Conflict of Interest and Insider Trader Handbook.

     Article 23 - According to the position of the person involved in a conflict of interest or any of the
     situations described in Article 9 of these regulations, the Conflict of Interest Committee will be
     formed according to the following rules:

       A) In the event of conflicts of interest that involve company employees, administrators and
       managers that are not explicitly listed in the other events, the Committee shall be comprised
       of the Vice President of Human Management, the Secretary General and the Head of Controller
       Unit.

       B) In the event of conflicts of interest involving the vice presidents and/or the president of the
       company, the Committee will be composes of three (3) members of the Board of Managers that
       the Board in full will designate for this purpose.

       C) In the event that a conflict of interest involves one of the members of the Board of Managers,
       who is not a company employee, this situation must be communicated to the other members in
       the meeting immediately following the time when this situation arises. In this case, the Committee
       will be composes by the other members of the Board, who shall decide on the appropriate
       authorizations or measures, in accordance with the parameters set out in this handbook.

       D) The Conflict of Interest Committee shall have a secretary appointed by the members of the
       committee, who will be in charge of, among other things, making the notifications that may arise.

     Article 24 - In the event that a measure is taken by the Conflict of Interest Committee, the following
     rules will be addressed:

       A) The Conflict of Interest Committee may carry out the tests required to ascertain the facts that
       are the subject of its decision, for which it will have a period not exceeding sixty (60) business
       days after the existence of a possible conflict of interest has been brought to its attention.

       B) Once the evidence has been collected, the parties involved in the conflict may direct their
       closing arguments to this body within a period not to exceed twenty (20) days from the date on
       which the Committee notifies them in writing of the closure of the investigation stage.

       C) At the expiration of the period to present closing arguments, the Committee will have a period
       of twenty (20) days to pronounce its final decision as to the existence or not of conflict. If the
       decision is positive, it will recommend the corrective actions it deems appropriate in order to
       ensure compliance with the Handbook and to preserve the interests of the company, without
       prejudice to comply with the laws and to initiate the legal and/or administrative actions that may
       apply.

       D) The final decision will be communicated to the interested parties or sent to the address
       indicated and/or the one that appears in the files of the company.

     Article 25 - Where a company employee, administrator, manager or chief executive officer is found
     or is to be found in one of the situations referred to in Articles 12 or 13 of this Handbook, the
     following rules will be observed:

       A) The Conflict of Interest Committee must be informed of this situation in writing, according to
       position of the company employee, for its resolution.

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B) In the case of a member of the Conflict of Interest Committee who is found or to be found in
the situations referred to in Articles 12 or 13 of this Handbook, he shall communicate his position
to the other members of the Committee, who will deliberate in a session, without the presence of
the member involved, and make the decision in accordance with the provisions of this Handbook.

C) Notwithstanding the above, when the person who is found in the situations of Articles 12 or
13 has the status of administrator and intends to be authorized to perform the activity that gives
rise to the conflict of interest, such authorization must come from the Assembly of Shareholders
in accordance with the provisions of the law.




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     Title V - Final Provisions
     Article 26 - All company employees, administrators, managers or chief executive officers must
     consult the Conflict of Interest Committee all those events that may offer doubts concerning the
     scope of these rules and philosophy that inspires it. The interpretation made by the Committee shall
     be binding.

     Article 27 - The events set forth in this Handbook are merely examples. Therefore, those events not
     enshrined here which are or could be considered a conflict of interest, a situation of competition or
     an abuse of privileged information is strictly prohibited.

     Exhibit NO. 1

     •	 Relatives:
     A relationship can occur in three ways: by consanguinity, by affinity or civilly.

     •	 Consanguinity: This relationship arises between people who have a blood relationship. A
        conflict of interest occurs to the third (3rd) degree of consanguinity, which covers the following
        relationships: great – grandparents, grandparents, parents, aunts and uncles, brothers and
        sisters, nephews and nieces, children, grandchildren and great grandchildren.

     A conflict of interest also exists to the fourth (4th) degree of consanguinity only in the relation
     between first cousins.

     •	 Affinity : This arises between an individual and the blood relatives of his or her spouse or
        permanent companion or partner.

     A conflict of interest exists to the second (2nd) degree of affinity, which covers the following
     relationships: in – laws, the parents of my in – laws, my brothers (or sisters) – in – law, the children of
     my spouse or permanent companion or partner who are not my own children, the grandchildren of
     my spouse or permanent companion or partner who are not my own grand children (for example, my
     wife has a child from a previous marriage, and this child has his own child; therefore, my wife is the
     grandmother of this child, but I am not his grandfather. However, this child and I have a relationship
     of affinity), daughters (or sons) – in – law (whether they are the spouse or permanent companion or
     partner of my children) and the spouses or permanent companion or partner of my grandchildren.

     •	 Civilly: This arises between adoptive parents and adopted children.

     Conflict exists to the second (2nd) degree and included adoptive parents, adoptive children
     and grandchildren, spouses or permanent companions or partners of the adoptive children or
     grandchildren.

     Other persons:
     Also refers to other people who are not relatives, but with whom there are relationships; these
     persons are:
     – Spouses and permanent companions or partners
     – Legal entities in which the employee has a participation that is greater than twenty percent (20%)
     of his or her capital.
     – Administrators or employees of suppliers, when they are within the relationships of consanguinity,
     affinity, civilly and others mentioned here with company employees, and with which – directly or
     indirectly – the employee handles the commercial operations of this supplier with Almacenes Éxito
     S.A.



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                   85
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                   87
     Code of Ethics
      and Conduct




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Code of Ethics and Conduct
Introduction

Almacenes Éxito S.A. is aware of the responsibilities it has toward society, customers, shareholders,
employees, suppliers and in general all those directly or indirectly involved with the company. It has
pledged to lead an ongoing, serious and transparent business policy, guided by the principles of
honesty and integrity, contributing to the economic development of Colombia, with strict respect for
the law, based on corporate values and principles, in the Code of Good Corporate Governance, the
Conflict of Interest Handbook, and the Andi – Fenalco Trade Agreement, among others.

I - Recipients of the code of conduct

The Code of Conduct is directed to all the members of the Board of Directors, administrators,
employees and partners and – in general – all those persons directly or indirectly connected to
Almacenes Éxito S.A.

II - General provisions

The recipients of this Code shall be required to meet behavior standards that determine the
constitution and laws of the nation, the rules and regulations issued by the authorities and the
regulations and policies defined by Almacenes Éxito S.A.

All businesses, operations and activities undertaken by the employees, directors, chief executive
officers and collaborators of Almacenes Éxito S.A. on its behalf, shall be governed by ethical
principles set out in this code.

The employees, directors, chief executive officers and collaborators of Almacenes Éxito S.A., are
required in all their actions to:

   A) Act in good faith, with loyalty, diligence and care, permanently ensuring respect for people and
   the fulfillment of the law.

   B) Do not advise or intervene in situations which allow, protect or facilitate improper acts that
   could be punishable or could be used to confuse or surprise the good faith of third parties or
   used in ways contrary to the interests of Almacenes Éxito S.A., such as tendentious publicity,
   industrial espionage, breach of employment, commercial, social and other obligations.

   C) Inform their immediate superiors immediately of all acts or irregularities by another official
   or a third party that affects or could adversely affect the interests of Almacenes Éxito S.A., its
   customers and users.

III - Special provisions

The recipients of this Code shall respect and comply with the following:

1. Conflict of Interest

In the performance of their position, employees, administrators, managers and chief executive
officers of the company must give third parties a fair, loyal and treatment, so that their relations with
the company do not result in special treatment or advantage for some, nor induce the third party to
feel obliged to have special considerations with the employee.


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     Administrators, managers, and employees must act in good faith, with the loyalty and diligence of
     a good business person. Their performances will be fulfilled in the interest of Almacenes Éxito S.A.,
     taking into account the interests of shareholders.

     Thus, to ensure full implementation of their duties, they will have to:

        A) Make effort leading to the proper development of the social purpose (of the company).

        B) Ensure strict compliance with legal and statutory dispositions.

        C) Ensure that the proper conduct of the functions entrusted to the tax inspection is permitted.

        D) Save and protect the commercial and industrial reserve of the society.

        E) Abstain from misusing inside information.

        F) Give equitable treatment to all partners and respect the right of inspection of all of them.

        G) Refrain from engaging yourself or through a third person with personal or third – party interest
        in activities that involve competition with Almacenes Éxito S.A. or acts for which there is a conflict
        of interest, unless expressly authorized by the Board of Directors.

     2. Inside Information

     No employee, administrator, manager, chief executive officer of the company may provide to third
     parties, data or material that is considered privileged information, as well as that which is subject to
     the reservation, as well as that which is considered an industrial secret of the organization.

     3. Receipt of Presents or Gifts

     No employee, manager, director or chief executive officer of the company may accept for themselves
     or their relatives, attention in cash or kind (bonuses, gifts, trips, samples, etc.) from customers or
     suppliers of the organization, or persons or entities with which it has any commercial or service
     relationship that could involve a significant gratification that compromises or tilts their behavior to
     favor those who give such attention, or that, in any way, could cause suspicion.

     Under this criterion, employees, administrators, managers and chief executive officers are allowed
     to accept the normal attention and usage within business practices (for example, agendas, pens,
     cups, calendars and the like). The delivery of bonuses, gifts and samples must be in the offices.

     The company will promote the reduction of these practices.

     4. Prevention and Control of Money Laundering

     The fulfillment of both the standards designed to prevent and control money laundering, as well as
     the standards contained in the Almacenes Éxito S.A. SIPLA (Sistema Integral para la Prevención
     de Lavado de Activos y Financiación del Terrorismo – The Integral System to Prevent Money
     Laundering and the Financing of Terrorism) Handbook must be assured, for which the following
     must be considered:

        A) Ensure that suppliers, customers, creditors, shareholders, employees and third parties, linked
        with the company, demonstrate financial capacity consistent with their activity and with the
        movements or operations conducted within the company, assuring in all cases, that they meet
        the requirements of quality and character, that there is always recognized moral integrity and a
        lawful, transparent activity.

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  B) Where information is known about suspicious activities by a shareholder, employee, supplier,
  customer, creditor and third party in general and he or she considers that the business relationship
  between him, her or it and the company should not be extended, immediate notice must be given
  to the highest – level officers in order to unify the criterion, prevent adverse repercussions, and
  send the case reports to the competent authority.

  C) Place the observance of ethical principles before the achievement of business goals,
  considering that it is essential to generate a culture oriented to comply with and enforce the
  rules established for the prevention and detection of money laundering; therefore, all employees,
  managers, directors and chief executive officers of the company in the exercise of their duties,
  must use the mechanisms and instruments established for these purposes.

5. Disclosure of Information

All information disclosed to shareholders, authorities, customers, suppliers, creditors and employees,
including results, the financial situation and the shareholding composition of the company, as well
as its records and accounts, should reflect transactions and events accurately , thus fulfilling the
legal requirements, such as accounting principles consistent with the internal accounting system of
the company.

6. Protection of Assets and the Appropriate Use of Assets

The assets, the services and, in general, the resources of the company should be used by employees,
administrators, managers and chief executive officers exclusively for activities of the company,
which obligates them not to used them for personal or third – party advantage. In addition, all
employees must agree to report any situation or incident that may arise, such as misuse, theft,
damage and loss of company assets.

7. Equitable Working Conditions

Almacenes Éxito S.A. is a responsible employer, and recognizes that its employees are a valuable
asset. This is why the policies and human – resource activities should contribute to creating a work
environment in which every individual has the opportunity to grow professionally and personally.
The company respects each individual and promotes an open exchange of ideas and critical views.

8. Relations in the work environment

In Almacenes Éxito SA relations in the workplace should be framed in trust and respect; likewise,
the spirit of collaboration, teamwork and loyalty will predominate, in strict compliance with the
standards identified by the Internal Work Regulations and this Code of Conduct.

IV. Accountability

All employees, administrators, managers and chief executive officers of the company who willfully
violate or who are grossly negligent and engage in conduct that violate the ethical principles and
norms enshrined in this Code shall be punished in accordance with the provisions of law and the
Internal Work Regulations of the society.

V. Ethics committee

Almacenes Éxito S.A. will have an Ethics Committee, which will consist of the Secretary General, the
Vice President of Human Management and Controllership. Its purpose shall be as follows: (i) assess
the implementation of this Code, (ii) determine the actions needed for disclosure and to strengthen
the highest standards of ethical conduct within the company, and (iii) ensure the updating of this
Code.

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     CONCERNS AND COMPLAINTS

     If an employee has concerns or complaints about the contents of this Code, including possible
     violations or breaches, he must communicate them immediately to his superior for resolution, which
     will be done anonymously and confidentially. If the resolution is not satisfactory to the employee,
     or if he feels it was not considered appropriate to raise his concern or complaint to his superior, he
     should be referred to Legal Management. Also, Almacenes Éxito S.A. does not allow the adoption
     of retaliation motivated by complaints made in good faith under this Code.




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                   93
     Rules for the Board
        of Directors




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Rules for the Board of Directors
The Board of Directors is the maximum administrative organ of the company, and for its operation,
it is subject to the following provisions of mandatory compliance for its members, subject to the
provisions of the Statutes and the law.

Composition

The Board of Directors is composed of nine (9) members or directors, elected by the General Assembly
of Shareholders for periods of two (2) years, of which at least three (3) must be independent in the
terms of Law 964 of 2005, or of the norms that add to or modify it.

For the best performance of its functions, Board members must comply with the requirements of
career, academic training and national and international experience, as well as having sufficient
knowledge of the commercial sector.

Directors may not be replaced in partial elections without a new election by the electoral quotient
system, except that vacancies are provided by unanimity of the cotes corresponding to the shares
represented in the meeting, or that the National Government established the obligation to implement
a different voting system.

The president of the board of directors

For the term of the period for which he or she has been elected, the Board of Directors will designate
from among its members a President, who will preside the meetings, direct the discussions and work
of the corporation. In the absence of the President, the meetings will be presided over by one of the
members, appointed ad hoc, attending the meeting. Whoever exercises the legal representation of
the company may not serve as President of the Board of Directors.

The relation of the president of the company with the board of directors

The President of the company, as such, is not a member of the Board of Directors, but will attend
all the meetings, with voice but no vote, and will not receive special retribution for his attendance.
However, this officer may be a member of the Board by virtue of his election by the Assembly of
Shareholders and, in this case, he has the rights and privileges corresponding to the other Directors.
In any case, the Board of Directors may validly meet, deliberate, and decide without the presence
of the President of the company.

Meetings

The Board of Directors will ordinarily meet at least every two (2) months, on the day and at the
time indicated by the Board itself, and extraordinarily when summoned by the Board itself, by the
President, by the Fiscal Auditor, or by two (2) of its members. The citation for extraordinary meetings
will be communicated at least one (1) day in advance, but with all the members being reunited, they
may validly deliberate anywhere and make decisions without a prior summons.

The meetings will be held in the registered office of the company or in the place that is agreed upon
by the Board for special cases.

In the cases and with the requirements established by law, the deliberations and decisions of the
Board may be effected by simultaneous or sequential communication among its members; for
example, by telephone, fax, radio o another suitable form of audible message transmission and
reception or visible images.



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     Also, the Board of Directors may make decisions through distance vote in writing issued by its
     members in a single document or in separate documents, which clearly states the meaning of the
     vote cast by each of them, provided that the document or documents are received by the President
     of the Board or the Legal Representative in a maximum period of one (1) month from the date of the
     first communication.

     Information provided to the members of the board of directors

     When appointed to the Board of Directors for the first time, members will have access to sufficient
     information for the purpose of knowing the company, its management, the retail sector in which it
     does business, as well as the responsibilities, obligations and privileges inherent to the position.
     Additionally, three (3) business days in advance of the meetings to be held, members of the Board of
     Directors will be provided with the Order of the Day and the relevant information to make decisions
     by the Secretary General of the company, in either a physical form or electronically; this information
     will also be available in the office of the Secretary General.

     Quorum

     The Board will validly deliberate with the presence of five (5) of its members, and this same majority
     of votes will be necessary to approve decisions, except in those cases in which the Statutes or legal
     dispositions require a special majority.

     Minutes

     The corresponding minutes will be developed of all the meetings and decisions made by the Board
     of Directors. These minutes will be entered in the Book of Minutes registered with the Chamber
     of Commerce of the registered office of the company, in accordance with the provisions of the
     Commercial Code.

     The minutes will be signed by the President of the respective meeting and by the Secretary who
     acted as such in the meeting or by the President and Secretary of the company in case of non –
     attendance. In all cases, the minutes will be subjected to approval in the subsequent meeting of
     the Board and will be signed by the Directors who attend the meeting at which they are approved,
     by the person presiding over the meeting and the Secretary. For the purposes of the above, the
     minutes will be sent to the Directors, eight (8) business days in advance, unless a committee has
     been appointed to approve the minutes, in which case, they will be sent only to the respective
     commission members, with the same advance period.

     The minutes of the Board meetings will identify the studies, foundations and other sources of
     information that formed the basis for making decisions, as well as the reasons for and against that
     were taken into account in making the decisions.

     Faculties and attributes

     It is understood that the broadest mandate to administer the company has been delegated and,
     therefore, it will have sufficient powers to order the execution or celebration of any act or contract
     falling within the social purpose (of the company) and the adoption of the decisions necessary for
     the company to fulfill its purposes. The Statutes prescribe the functions entrusted to the Board of
     Directors.

     A Special Duty of the Members of the Board of Directors: The members of the Board of Directors
     must inform the Board of the direct or indirect relationships they maintain among themselves or
     with the issuer, suppliers, customers or any other interest group from which situations of conflicts of
     interest or situations that influence in the direction of their opinion or vote could arise.


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Remuneration

The General Assembly of Shareholders will annually indicate the remuneration corresponding to the
members of the Board of Directors, for the period between the respective ordinary meeting and the
following, in consideration of the responsibilities and functions of its members and the prevailing
market fees for this type of position.

Support committees

The Board of Directors will have the following committees, which are advisory in nature, correspon-
ding to the final decision:

•	The	Compensation,	Evaluation	and	Tracking	of	the	Good	Governance	Code

•	The	Financial	and	Auditing	Committee

•	The	Expansion	Committee

External consultants

The Board of Directors may contract, at the request of any of its members, an external consultant to
help with details required for the adoption of certain decisions, which – by their nature – are warran-
ted under the following conditions:

•	They	should	involve	specialized	topics,	the	scope	and	knowledge	of	which	are	outside	the	exper-
tise of the Board members.

•	The	consultant	must	have	experience	and	professional	competence	to	this	effect.

•	The	respective	consultant	must	make	a	commitment	to	maintain	confidentiality	on	the	issues	con-
sulted and the information presented for the development of the contract.

For the purposes of the above, the company may designate an item in its annual budget.

Disclosure
These regulations will be disclosed to the shareholders of the company, through its inclusion in the
company’s website.




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     Internal Operating Rules
         Audit Committee




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Internal Operating Rules Audit Committee
The Audit Committee is an organ of the Board of Directors, with the purpose of helping the Board
with its vigilance work; it is in charge of evaluating the internal control of the company, as well as its
continual improvement.

Composition

The Audit Committee will be composed of at least three (3) members from the Board of Directors,
including all the independent members.

In all cases, the members of this Committee will be elected by the same Board of Directors of the
society.

The members designated to form part of this Committee must have adequate experience to carry
out fully the functions that correspond to this Committee.

The Audit Committee will have the presence of the Fiscal Auditor, who will attend with the right to a
voice, but without the right to vote.

At the Committee meetings, any officer of the entity may be summoned, in order to provide the in-
formation that is deemed pertinent on matters within his competence.

The president of the audit committee

The President of the Audit Committee will be one of the independent members.

Meetings

The Audit Committee will meet at least once every three (3) months and may meet with the majority
of its members.

The meetings will be held in the registered office of the company or in the place that is agreed upon
by the Audit Committee.

In the cases and with the requirements established by law, the deliberations and decisions of the
Committee may be effected by simultaneous or sequential communication among its members;
for example, by telephone, fax, radio o another suitable form of audible message transmission and
reception or visible images.

Also, the Committee may make decisions through distance vote in writing issued by its members
in a single document or in separate documents, which clearly states the meaning of the vote cast
by each of them, provided that the document or documents are received by the President of the
Board or the Legal Representative in a maximum period of one (1) month from the date of the first
communication.

Quorum

The decisions adopted in the framework of this Committee will be made by a simple majority and at
each one of the sessions, minutes of the meeting will be made, according to the rules established
for this effect.




                                                                                                             99
      Minutes and reports

      The corresponding minutes will be developed of all the meetings and decisions made by the Audit
      Committee. These minutes will be entered in the Book of Minutes registered with the Chamber of
      Commerce of the registered office of the company, in accordance with the provisions of the Com-
      mercial Code.

      The minutes will be signed by the President of the respective meeting and by the Secretary who ac-
      ted as such in the meeting. In all cases, the minutes will be subjected to approval in the subsequent
      meeting of the Committee and will be subjected to consideration and approval by the members who
      attend the meeting.

      The minutes of the Board meetings will identify the studies, foundations and other sources of infor-
      mation that formed the basis for making decisions, as well as the reasons for and against that were
      taken into account in making the decisions.

      The documents known by the Committee, which are the support of their decisions, will form an
      integral part of the minutes; therefore, in the event that they are not transcribed, they must be pre-
      sented as attachments to the minutes. Thus, each time a copy of the minutes is delivered, it must
      be supplied to the party concerned as the main body of the minutes as well as all its attachments,
      which will be appropriately identified and numbered, and be kept under adequate measures of con-
      servation and custody.

      When situations are detected that are of significant importance, a special report must be sent to the
      Board of Directors or the equivalent organ and to the Legal Representative.

      The Board of Directors will present the General Assembly of Shareholders or partners, at the close
      of the fiscal year, a report on the work done by the Committee.

      Functions of the audit committee

      The following are the functions of the Audit Committee, without prejudice to those determined in the
      Statutes, the Board of Directors and the law.

        •	Monitor	the	compliance	of	the	internal	audit	program,	which	must	take	into	account	the	busi-
        ness risks and integrally evaluate all the areas of the Company.

        •	Ensure	that	the	preparation,	presentation	and	disclosure	of	financial	information	complies	with	
        the provisions of the law, review the financial – reporting process, the internal – control system
        (sistema interno de control, SCI for its initials in Spanish) and financial – risk management, and
        the company process to monitor compliance with the legal regulations and the internal codes of
        conduct.

        •	Consider	the	financial	statements,	before	being	presented	for	consideration	by	the	Board	of	
        Directors and General Assembly of Shareholders. The Committee should also prepare a report
        on the financial statements, to submit it for consideration by the Board of Directors, based on the
        assessment of not only the corresponding projects, together with its notes, but also of the opi-
        nions, observations of the monitoring bodies, the results of the evaluations made by the relevant
        committees and other documents related thereto.

        •	Evaluate	if	the	company	management	is	establishing	an	adequate	culture	of	control,	through	
        communications to all the employees regarding the importance of fulfilling their duties and res-
        ponsibilities, as well as the importance of internal control and risk management.

        •	Evaluate	if	the	recommendations	for	internal	control,	made	by	both	internal	and	external	audi-
        tors, are being implemented by the company management, responding to their suggestions and
100
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  recommendations.

  •	Improve	understanding	on	the	areas	that	represent	greater	financial	risk	and	how	the	
  company management is administering them.

  •	Review	important	legal	and	non	–	legal	matters	related	to	accounting	and	reporting	sys-
  tems, including the developments in this area that are carried out, in order to understand
  the impact they will have on financial statements.

  •	Review	the	scope	and	focus	proposed	by	the	Fiscal	Auditor	for	his	auditing	work	and	
  assure that it is not unreasonably restricted. Also, evaluate the performance of the office
  of the Fiscal Auditor and consider its independence, as well as verifying that the work of
  the office of the Fiscal Auditor meets the company’s control needs.

  •	Review	the	scope	and	focus	of	the	Comptroller	and	assure	that	they	are	not	unrea-
  sonable restricted. Also, evaluate the performance of the office of the Comptroller and
  consider its efficiency and independence within the company.

Additionally, the Audit Committee will have the following functions:

  1. Approve the structure, procedures and methodologies necessary for the operation of
  the internal – control system.

  2. Indicate the responsibilities, powers and limits assigned to the different positions and
  areas in the administration of the internal – control system, including risk management.

  3. Evaluate the company’s internal – control structure in order to determine if the proce-
  dures designed reasonably protect the company’s assets, as well as those of third parties
  that it manages or of which it has custody, and if there exist controls to verify that the
  transactions are being adequately authorized and recorded.

  4. Ensure that managers provide the information required by the supervisory bodies to
  perform their duties.

  5. Ensure that the preparation, presentation and disclosure of financial information com-
  ply with the provisions in the applicable rules, verifying that the necessary controls exist.

  6. Design, implement and evaluate programs and controls to prevent, detect and res-
  pond adequately to risks of fraud and misconduct, understanding fraud as an intentional
  act committed to obtain illicit gain, and misconduct is understood as the violation of
  laws, regulations or internal policies.

  7. Keep track of the levels of risk exposure, its implications for the company and the
  measures adopted for its control or mitigation, at least once every three (3) months, or
  more often if it is appropriate, and present a report on the most important aspects of the
  operation undertaken to the Board of Directors.

  8. Monitor compliance with the instructions given by the Board of Directors or equivalent
  body in relation to the internal – control system.

  9. Request the reports that it deems appropriate for the proper performance of its
  functions.

  10. Analyze the operation of information systems, their reliability and integrity to make
  decisions.

                                                                                                  101
        11. Present to the General Assembly of Shareholders, through the Board of Directors, the candi-
        dates to occupy the position of Fiscal Auditor, without prejudice to the right of the shareholders
        to present other candidates in the respective meeting. In this regard, the Committee’s role will
        be to compile and analyze the information provided by each one of the candidates and submit
        the results of the study carried out for consideration to the General Assembly of Shareholders.

        12. Elaborate the report that the Board of Directors must present to the General Assembly of Sha-
        reholders regarding the operation of the internal – control system, which must include, among
        other aspects:

           •	 The	general	policies	established	for	the	company’s	internal	–	control	system.

           •	 The	process	utilized	for	the	revision	of	the	efficiency	of	the	internal	–	control	system,	with	
           specific mention of the aspects related to risk management.

           •	 The	most	important	activities	developed	by	the	Audit	Committee.

           •	 The	 material	 deficiencies	 detected,	 the	 recommendations	 formulated	 and	 the	 measures	
           adopted, including – among other topics – those that could affect the financial statements and
           the management report.

           •	 The	observations	made	by	the	supervisory	bodies	and	the	sanctions	imposed,	when	appro-
           priate.

           •	 Present	the	assessment	of	the	work	done	by	the	Auditing	area,	including	–	among	other	as-
           pects – the scope of the work developed, the independence of the function and the resources
           it has allocated.

      In carrying out its duties, the Audit Committee may hire independent specialists in those specific
      cases it deems appropriate, following the company’s general contracting policies.

      Remuneration

      The General Assembly of Shareholders will annually indicate the remuneration corresponding to
      the members of the Board of Directors and their respective committees, for the period between the
      respective ordinary meeting and the following, in consideration of the responsibilities and functions
      of its members and the prevailing market fees for this type of position.

      Disclosure

      These regulations will be disclosed to the shareholders of the company, through its inclusion in the
      company’s website.




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                   103
                        SIPLA
      The Integral System to Prevent Money Laundering
                  and Financing of Terrorism




104
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Index

Title I - General considerations
Chapter I - Objective
Chapter II - Definitions


Title II - Policies to prevent money laundering

Title III - Handbook of procedures to prevent money laundering
Chapter I - Knowledge of Investors

A. Knowledge of Primary – Market Investors
B. Knowledge of Secondary – Market Investors
C. Management of the Issuance
D. Exceptions to the Obligation to Fill Out the Investor Affiliation Form
E. Persons Publically Exposed
F. Consolidation of Cash Transactions of Investors
G. Verification of Investors in Restrictive Lists for Colombia

Chapter II - Knowledge of Foreign Trade Operators

Chapter III - Functions, Liabilities and Powers to Comply with the Regulations Regarding
the Prevention and Control of Money Laundering

A. Of the Board of Directors
B. Of the Legal Representative and the Administration
C. Of the Compliance Officer
D. Of the Fiscal Auditor and/or Internal Auditing

Chapter IV - Conflicts of Interest

Chapter V - Code of Ethics or Conduct

Chapter VI - Unusual Transactions and Suspicious Operations

A. Unusual Transactions
B. Suspicious Operations
C. Determination of Suspicious Operations
D. Warning Signs
E. Report on Unusual Transactions and Suspicious Operations

Chapter VII - Attention to Information Requirements

Chapter VIII - Conservation of Documents

Chapter IX - Reserve of the Information

Chapter X - Disclosure of the SIPLA Handbook
                                                                                           105
      Title I - General considerations
      In order to implement mechanisms focused on preventing and controlling money laundering and
      the financing of terrorism in security markets and Customs, the Office of the Superintendent of
      Finances and the DIAN (Dirección de Impuestos y Aduanas Nacionales, the Office of National Taxes
      and Customs) issued external Circulars 062 of December 2007, modified by external Circular 060 of
      December 2008, and 0170 of October 2002, respectively.

      As an issuer of securities and a permanent Customs user, Almacenes Éxito S.A. must have control
      mechanisms and rules of conduct to prevent and control money laundering and financing of terrorism
      in the placement of securities in the primary and secondary markets and foreign trade. It has,
      therefore, structured and adopted the following Integral System to Prevent Money Laundering and
      Financing of Terrorism (Sistema Integral para la Prevención de Lavado de Activos y Financiación
      del Terrorismo – SIPLA, for its initials in Spanish), with the purpose of raising awareness of the
      regulations currently in force in relation to its obligation to have systems that can be used as a
      money – laundering tool in carrying out these operations.

      Chapter I - Objective

      The principal purpose of this SIPLA lies in implementing appropriate internal mechanisms to prevent
      and control money laundering, in order to prevent Almacenes Éxito, through its action in the public
      securities market and foreign trade operations, to be used as an instrument to conceal, manage,
      invest or use any form of money or other goods derived from unlawful activities or to give the
      semblance of legality to illegal activities or the transactions and funds associated with them.

      Chapter II - Definitions

      Almacenes Éxito S.A. Investors: Those individuals or companies that acquire, through the
      primary market or the secondary market, shares or other securities issued by the company through
      the public stock market.

      Transactions in the Primary Stock Market: The set of institutions and operators, supervised or
      not by the Office of the Colombia Superintendent of Finances, or subject to inspection and vigilance
      thereof, in charge of the placement of new issues of securities on the national market or abroad.
      This market is where companies go to obtain the capital they need, either for the financing of their
      expansion projects or to use them in other productive activities.

      Transfers in the Secondary Market: The set of institutions and agents that permit the transfer of
      the ownership of securities already placed in the primary market. It provides liquidity to the already
      – issued securities and the investors who purchased them.

      Overseas Operations: The transactions related to the acquisition of goods and services from
      foreign companies.

      A Permanent Customs User: In accordance with Article 28 of Decree 2685 of 1999, this is the
      company that has been recognized and registered as such by the Office of National Taxes and
      Customs (Dirección de Impuestos y Aduanas Nacionales), prior to the fulfillment of certain conditions
      imposed.

      The crime of money laundering is constituted through the performance of the following conducts:
      acquiring, preserving, investing, transporting, transforming, keeping or administering assets, the
      direct or indirect origin of which is the trafficking of migrants, slave traffic, extortion, illicit enrichment,
      kidnapping for ransom, rebellion, arms trafficking, crimes against the financial system, public
      administration or related to the product of the crimes of conspiracy, related to the traffic of toxic
      drugs, narcotics or psychotropic substances, or giving the appearance of legality to the goods
      arising from these activities, or legalizing, concealing or disguising the true nature, source, location,
106   destination, movement or right on such property.
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Title II - Policies to prevent money laundering
For the implementation and adoption of mechanisms developed to prevent money laundering, the
starting point of this SIPLA is the legal parameters defined in external Circular 060 of December
2008, Resolution 285 of 2007 from the Special Administrative Unit of Financial Analysis Information
(Unidad Administrativa Especial de Información Análisis Financiero, UIAF for its initials in Spanish),
and Circular 0170 of October 2002 from the DIAN, in accordance with what is indicated below:

  A) It is the duty of the issuers, the permanent Customs users, their administration and control
  bodies, their compliance officer and other officials involved in transactions related to securities
  of foreign trade to ensure compliance of the regulations to prevent and control money laundering
  and the financing of terrorism, particularly those contained in Articles 102 to 105 of the Financial
  System Fundamental Law (Estatuto Orgánico del Sistema Financiero, EOSF, for its initials in
  Spanish), with the purpose not only to contribute to the attainment of the purposes of the State,
  but also to protect the national and international image and reputation thereof.

  B) Money laundering involves illicit assets; that is, those that come from any of the crimes
  indicated in Article 323 of the Penal Code and the regulations applicable to the crime of money
  laundering.

  C) The reservation is not opposable to requests for information specifically made by the authorities
  in the exercise of their functions, as provided for in Article 15 of the Constitution and Articles 63
  of the Commercial Code, 288 of the Civil Procedure Code, 9 of Law 526 of 1999 and 105 of the
  EOSF, or in those regulations that supplement, amend or replace them.

  D) For the prevention and control of money laundering and the financing of terrorism, it is essential
  that the mechanisms and instruments established internally are observed by company officials,
  particularly those involved in the placement of securities issued in the primary and secondary
  markets, in the payment of earnings to investors and in the import operations for goods and
  services.

  E) The SIPLA should provide more stringent procedures for the involvement of investors and
  overseas suppliers and users of the Customs operation whose profile of the functions they
  perform may be exposed to a greater risk of laundering. IN these cases, there must be specific
  procedures for the knowledge of the investors and of suppliers and intermediaries in the
  importation of goods.

  F) The SIPLA must keep a more detailed control of the investments made by persona who, by
  reason of their position, manage public resources, hold some degree of public authority or enjoy
  public recognition.

  G) It is imperative to place the observance of ethical principles before the achievement of
  business goals, considering that it is essential to create a culture oriented to implementing and
  enforcing the regulations established to prevent and detect money laundering and the financing
  of terrorism.

  H) Special attention must be given to the behavior related to terrorist activities and their possible
  funding.

  I) In compliance with external Circulars 062 of 2007 and 0170, issued by the DIAN, and
  Resolution 295 of 2007 from the Office of the Superintendent of Finances, the reporting of alerts
  or suspicious transactions to the businesses and companies that have been reported to the
  Financial Information and Analysis Unit (Unidad de Información y Análisis Financiero, UIAF, for its
  initials in Spanish) is prohibited.

                                                                                                          107
      Title III - Handbook of procedures to prevent money laundering
      Chapter I - Knowledge of Investors

      Almacenes Éxito S.A. must fully and reliably identify its investors, conducting the necessary steps
      with due responsibility to confirm the data that are supplied by then and consider the false or
      inaccurate information as warning signs.

      A. Knowledge of Primary – Market Investors

      To know primary – market investors, the following events must be taken into consideration:

        1) The direct placement by Almacenes Éxito S.A.; that is, that the placement is not made by an
        intermediary of an entity supervised by the Office of the Colombian Superintendent of Finances.

        It will have to apply and fulfill the instructions related to managing the risk of money laundering
        and financing of terrorism, such as knowledge of the investor.

        2) The placement in the primary market through an entity or entities supervised by the Office of
        the Superintendent of Finances.

        It will have to apply and fulfill the instructions related to managing the risk of money laundering
        and financing of terrorism, such as knowledge of the investor, which will be carried out by this
        entity.

           - Almacenes Éxito S.A. will establish beforehand the criteria to choose the intermediary,
           in order to ensure the application of the instructions related to managing the risk of money
           laundering and the financing of terrorism.

           - Given the case where the placement of securities is made through several institutions
           subject to supervision by the Office of the Colombian Superintendent of Finances, it is the
           obligation of the issuer to consolidate the investor information. The issuer may designate
           one of the entities to be in charge of consolidating this information, but in this case, then
           each one of the entities subject to supervision by the Office of the Colombian Superintendent
           of Finances will have to comply with the instructions related to managing the risk of money
           laundering and the financing of terrorism, such as knowledge of the investor, among others.

        Almacenes Éxito S.A. will request from the entities responsible for carrying out the primary
        placement a certificate in which it certifies that it has implemented a system to manage the
        risk of money laundering and the financing of terrorism (Sistema de Administración de Riesgos
        del Lavado de Activos y Financiación del Terrorismo, SARLAFT, for its initials in Spanish), in
        accordance with external Circular 022 and 061 of 2007, issued by the Office of the Colombian
        Superintendent of Finances.

        3) The placement of securities abroad.

        The entity or entities through which the placement is made, must demonstrate through a
        Certification of Compliance on the controls to prevent money laundering, issued by the legal
        representative of the entity or entities or the person exercising similar functions.

        Almacenes Éxito S.A. will request this certification from the intermediary entity.

        The procedure to know the primary – market investor, for any of the previous four (4) cases, will be
        fulfilled with the verification of the adequate completion of the corresponding form to purchase
        the securities, and in every case, it will request the following information from every subscriber:

108
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  - The complete identification of the persons, providing – to this effect – documents, data and
  information from an independent, reliable source;

  - The economic activity;

  - The origin and source of the funds to be used in the acquisition of the securities, for which he
  or it must provide, among other relevant documents to that end, an affidavit from the investor.

  - In the case of the involvement of companies, investor knowledge will include, beside the name,
  the Colombian Tributary Identification Number (Número de Identificación Tributaria, NIT for its
  initials in Spanish) and a current Certificate of Existence and Legal Representation, knowledge
  on its ownership structure; that is, the identity of its shareholders or partners who possess five
  percent (5%) or more of the capital.

When the information cannot be confirmed or is inexact, this fact should be considered as an unusual
operation. When the information is false, this fact will be considered as a suspicious operation and
reported to the UIAF.

In the cases of investors with economic dependence on a third party, the documentation must be
requested from the person or persons who provide the resources utilized in the investment.

As a requirement to participate in the placement process, a provision must be made in the prospectus
of placement and in the notice of offer that the investors interested in acquiring the securities must
provide the duly completed acquisition form with its attachment, prior to the time of the acceptance
of the offer.

In every case, the information provided by the purchasers of the securities must be confirmed,
within the following periods, which will begin with the receipt of the respective documents:

  Number of purchasers                     Period
  Up to 100 purchasers                    5 days
  From 101 to 200 purchasers             10 days
  From 201 to 300 purchasers             20 days
  From 301 to 500 purchasers             30 days
  From 501 to 1,000 purchasers           40 days
  From 1,001 to 2,000 purchasers         50 days
  From 2,001 to 5,000 purchasers         60 days
  More than 5,000 purchasers            120 days

Almacenes Éxito S.A. will strive to update and maintain the following information, in relation to the
shareholders who possess one percent (1%) or more of its shares in circulation; for this purpose,
the corresponding form to purchase the securities to the last registered address, at least once a
year, requesting the identification of the person, economic activity, characteristics and amounts of
income and expenses, origin and source of the funds.

For the purposes of this knowledge, Almacenes Éxito S.A. will obtain from investors the completion
of the forms that are indicated below:

  - Simplified Form for Operations Less Than or Equivalent to 66,000 UVRs (Unidad de Valor Real)
  – Individuals Model incorporated to this Handbook as Attachment I (External Circular 062 of
  2007, from the Office of the Superintendent of Finances)
                                                                                                         109
         - Simplified Form for Operations for Less Than or Equivalent to 66,000 UVRs – Corporations
         Model incorporated to this Handbook as Attachment II
         - Form for the Involvement of Investors - Individuals
         Model incorporated to this Handbook as Attachment III
         - Form for the Involvement of Investors - Corporations
         Model incorporated to this Handbook as Attachment IV

      In every case, issuers must comply with the application of and the compliance with the instructions
      related to the managing the risk of money laundering and the financing of terrorism, such a knowled-
      ge of the investor.

      B. Knowledge of the Secondary – Market Investors

      The intermediaries who handle the operation, both for the sale as well as for the purchase, will have
      to give effect to the application and instructions for managing the risk of money laundering and the
      financing of terrorism.

      The procedure for such knowledge of the investor in the secondary market will be that, before pro-
      ceeding to register the respective transfer in the corresponding Registration Book, Almacenes Éxito
      S.A. must request the completion of the investor affiliation form and take the steps necessary to
      confirm the data provided, unless the transfer has taken place with the intermediation of an entity
      supervised by the Office of the Superintendent of Finances, in which case the money – laundering
      control will correspond to that entity; Almacenes Éxito S.A. must record this fact in the correspon-
      ding Register book.

      Almacenes Éxito S.A. may not register transfers or pay earnings to investors who have not duly
      completed the affiliation form and included all the attachments required.

      With regard to the securities of Almacenes Éxito S.A. that are dematerialized, the control of money
      laundering will be done by the direct – deposit entity that is in charge of reporting the transfer to the
      management company of the central securities depository. As for non – dematerialized securities,
      the information described above must be obtained directly from the respective investor.

      Almacenes Éxito S.A. should strive to update and maintain updated the following information for
      shareholders who possess one percent (1%) or more of their shares in circulation; for this purpose,
      the affiliation form will be sent to the last registered address, at least once a year, requesting the
      identification of the person, economic activity, characteristics and amounts of income and expen-
      ses, origin and source of the funds.

      C. Management of the Issuance

      When the administration of the issuance is contracted with entities subject to the inspection and
      control of the Office of the Colombian Superintendent of Finances, it is the responsibility of the en-
      tities to implement the instructions related to the prevention and control of money laundering and
      financing of terrorism.

      D. Exceptions to the Obligation to Fill Out the Investor Affiliation Form

      The previously indicated information requirements will not apply for the following investors:

         1) The issuers of securities or entities inscribed in the National Securities and Issuers Register
         (Registro Nacional de Valores y Emisores).

         2) The entities subjected to the inspection and supervision of the Office of the Superintendent of
         Finances.

110      3) Multilateral organism.
                                                                                Gobierno Corporativo


   4) National, Departmental and Municipal public entities, unless they are State industrial and com-
   mercial companies, public – capital societies, or mixed – economy societies, which are not sub-
   ject to the inspection and supervision of the Office of the Colombian Superintendent of Finances.

E. Persons Publically Exposed

Almacenes Éxito S.A. must foresee more stringent procedures for the affiliation of investors and the
monitoring of national or foreign individuals who, because of their profile or for the functions that
they perform, can expose – to a greater degree – the entity to the risk of money laundering and fi-
nancing of terrorism, such as: persons who, because of their position, handle public resources, who
have some degree of public authority or enjoy public recognition.

In this sense, Almacenes Éxito S.A. must have effective, efficient and timely mechanisms that allow
it to identify the cases of investors who fill such profiles, as well as the most stringent control and
monitoring procedures in relation to the operations they make.

F. Consolidation of Cash Transactions of Investors

Almacenes Éxito S.A. is obligated to have procedures for the consolidation of the cash transactions
of investors.

G. Verification of Investors on Restrictive Lists for Colombia

Almacenes Éxito S.A. will establish procedures with which it complies with the obligations related
to international restrictive lists for Colombia (lists of persons suspected of money laundering), in ac-
cordance with international law. It will also have the guidelines to consult these lists in an obligatory
manner prior to the affiliation of a potential investor to the company.


Chapter II - Knowledge of Foreign Trade Operators

Almacenes Éxito S.A. will establish control mechanisms focused on selecting and knowing the
persons and companies that provide services inherent with or related to foreign trade operations,
considering the false or inexact information as warning signs.

Among the users of foreign trade are: public and private warehouses, customs brokerage compa-
nies, port companies, operator users, transport companies, international freight forwarders, courier
companies, permanent customs users, exporters and other auxiliary users of customs functions.

To this end, Almacenes Éxito S.A. will request that foreign trade users provide it with:

   A. The Certificate of Existence and Legal Representation issued by the Chamber of Commerce
   for national companies; the Certificate of Incorporation for foreign companies.

   B. The completion of the form to register creditors

   C. A periodic certificate from these companies stating that they have implemented a SIPLA.

Chapter III - Functions, Liabilities and Powers to Comply with the Regulations Regarding
the Prevention and Control of Money Laundering

A. Of the Board of Directors

Beside those functions established by law and in the Statutes, the following functions correspond
to the Almacenes Éxito S.A. Board of Directors:

                                                                                                            111
         1) Indicate the policies to prevent and control money laundering and the financing of terrorism, in
         accordance with that foreseen in external Circulars 062 of December 2007 and Circular 0170 of
         October 2002 issued by the Office of the Superintendent of Finances and the DIAN, respectively.

         2) Approve the Handbook to Prevent Money Laundering, as well as its updates.

         3) Approve the mechanisms and instruments that make up the company’s SIPLA.

         4) Designate the Compliance Officer, in accordance with the qualities and requirements to occu-
         py this position.

         5) Make decisions regarding each one of the points contained in the reports presented by the
         Compliance Officer, by making a notation in the respective minutes.

         6) Make decisions on the reports presented by the Fiscal Auditor and monitor the observations
         or recommendations adopted, making a specific notation in the respective minutes.

         7) Order the technological, human and physical resources required by the Compliance Officer to
         fulfill his duties and order the timely provision thereof by the company administration.

      B. Of the Legal Representative and the Administration

      In fulfillment of the function assigned in Number 2 of Article 23 of Law 222 of 1995, the legal repre-
      sentative, senior – level officers and other managers of the issuers of securities have the correspon-
      ding functions:

         - Verify that the established procedures develop all the policies established by the Board of Di-
         rectors regarding the prevention and control of money laundering.

         - Provide the Compliance Officer with the technological, human and physical resources that have
         been approved by the Board of Directors.

         - Submit the SIPLA Procedures Handbook, and its updates, for approval by the Board of Direc-
         tors, in coordination with the Compliance Officer.

         - Provide effective, efficient and timely support to the Compliance Officer.

      C. Of the Compliance Officer

      The Board of Directors of Almacenes Éxito S.A. will designate a Compliance Officer, and will send
      the name, identification number, position and hierarchical level of the Compliance Officer within
      fifteen (15) calendar days following his designation to the Office of the Superintendent of Finances,
      as well as the UIAF and the Office of the Sub – Director of Customs Control, in fulfillment of external
      Circulars 062 of December 2007, modified by external Circular 060 of December 2008, and Circular
      0170 from the DIAN.

      The Compliance Officer should have decision – making capacity, have the time needed to perform
      his functions and be supported by a team of human and technical work that enables him to fulfill
      his duties properly.

      The Compliance Officer will fulfill the functions assigned to him by the Board of Directors, which will
      include at least:

         1. Ensure compliance with all the aspects of the provisions of external Circular 062 of 2007 is-
         sued by the Office of the Superintendent of Finances, modified by external Circular 060 of Dec-
         ember 2008, and Circular 0170 of 2002 from the DIAN, and in Resolution 285 from the UIAF, and
112      those that are
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determined by Almacenes Éxito S.A. regarding the prevention and control of money laundering.

2.Ensure the proper function within Almacenes Éxito S.A. of all the specific mechanisms and
instruments that make up the SIPLA.

3. Implement and develop the general and specific procedures for the different departments of
the company, with special emphasis on those areas with a greater risk of money laundering.

4. Report the official who violates the SIPLA to his immediate supervisor, to adopt the measures
as appropriate.

5. Inform company directors of the possible failures or omissions in the controls to prevent crimi-
nal activities that jeopardize the responsibility of employees and the company.

6. Promote modifications and corrections to the Handbook for the Prevention of Money Launde-
ring and other company handbooks to ensure the proper function of the SIPLA.

7. Make a file of documentary supporting evidence on the testing, review, inspection, analysis
and conclusions he has made.

8. Carry out the studies necessary to determine if an unusual operation in the foreign trade and
stock market operations is of a suspicious nature.

9. Do the internal and external reports to ensure the functioning of the risk – control procedu-
res, as well as compliance with the legal duties to collaborate with the authorities responsible
for combating the offense of money laundering, in light of the provisions in Paragraph 2.8.2 of
Circular 062 of 2007, modified by external Circular 060 of December 2008, and Paragraph 6 of
Circular 070 of 2002.

10. Report suspicious operations to the UIAF.

11. Submit to the Board of Directors a semi – annual written report, which refers to the following
aspects:

  a. The results of the management developed.

  b. The compliance that has been given in relation to sending reports to the different authorities.

  c. The effectiveness of the mechanisms and instruments established in of external Circulars
  062 of December 2007, modified by external Circular 060 of December 2008, and Circular
  0170 of 2002, as well as the measures adopted to correct the failures in the SIPLA.

  d. The results of the correctives ordered by the Board of Directors.

  e. The results of the placement each time the term of the respective public offer has been
  completed.

  f. A report concerning the control of money laundering and financing of terrorism made on the
  secondary – market transfers, if applicable.

12. Design, program and coordinate training plans on the topic, which are necessary for the di-
fferent Almacenes Éxito S.A. employees to be properly informed and updated.

13. Submit to the Legal Representative the computer, technological, physical and human resour-
ces necessary to carry out his duties.

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         14. Evaluate the reports submitted by the Fiscal Auditor and take appropriate action against the
         deficiencies reported.

         15. Attend and coordinate any requirement, order or proceeding of the judicial or administrative
         authority in the matter of the prevention and control of crime.

      D. Of the Fiscal Auditor and/or Internal Auditing

      In compliance with the duty to verify that the actions of the company conform to legal standards,
      the Fiscal Auditing and/or Internal Auditing of Almacenes Éxito S.A. will incorporate programs to ve-
      rify compliance with the prevention, control and detection of money laundering in accordance with
      external Circular 062 of 2007, issued by the Office of the Superintendent of Finances, modified by
      external Circular 060 of December 2008, and Circular 070 of 2002 from the DIAN. This management
      includes the examination of the function performed by company managers and the Compliance
      Officer in relation to the respective SIPLA.

      Within the report that must be presented to the maximum corporate body, as indicated in Paragra-
      ph 3 of Article 209 of the Commercial Code, the Fiscal Auditor or the body that replaces him will
      express the conclusions obtained in the process of assessing the compliance with the regulations
      regarding the prevention and control of money laundering.

      Chapter IV - Conflicts of Interest -

      The criteria and procedures necessary to prevent and resolve conflicts of interest that could arise
      in the development of the corporate purpose of Almacenes Éxito S.A. are found in the company’s
      Conflict of Interest Handbook.

      Chapter V - Code of Ethics or Conduct -

      All the businesses, operations and activities that are carried out by managers, employees, officers
      and collaborators of Almacenes Éxito S.A. in its name will be governed by the ethical principles
      established in the Code of Ethics or Conduct, the purpose of which is to indicate the guidelines of
      behavior that must be fulfilled consciously and obligatorily.

      Chapter VI - Unusual Transactions and Suspicious Operations -

      A. Unusual Transactions

      In accordance with external Circulars 062 of 2007, issued by the Office of the Superintendent of Fi-
      nances and modified by external Circular 060 of December 2008, and Circular 0170 of 2002 issued
      by the DIAN, an unusual transaction is defined as that operation whose amount or characteristics
      are not related to the economic activity of the investor or the foreign trade operator and for which
      Almacenes Éxito S.A. has not found a reasonable explanation or justification.

      B. Suspicious Operations

      As contemplated in external Circulars 062 of 2007, issued by the Office of the Superintendent of
      Finances and modified by external Circular 060 of December 2008; and Circular 0170 of 2002 is-
      sued by the DIAN and Resolution 285 of 2007 from the UIAF, a suspicious operation is defined as
      that which – due to its number, quantity or characteristics – do not fall within the normal systems or
      practices of the businesses of a specific industry or sector, and, according to the uses and customs
      of the activity in question, it cannot be reasonable justified, to the point that it escapes the concept
      of merely unusual.


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This concept of a suspicious operation includes not only those that are actually made, but also tho-
se that are attempted to be made, but were not effectively concluded for any reason.

C. Determination of Suspicious Operations

The confrontation of the operations identified as unusual, with information about the investors,
clients, or suppliers, should allow the identification of whether an operation is suspicious or not,
under the discretion of the entity.

In this respect, the information Almacenes Éxito S.A. handles, regarding investors and companies
with foreign trade operations, is especially important in order to identify and evaluate the unusual
operations that – in its judgment – could be considered suspicious. Therefore, based on the infor-
mation available, it will support and document the analysis and evaluation made by the company
to determine the operations objectively, in accordance with the previously established concept of a
suspicious operation.

When, in accordance with current legal regulations and those contained in the SIPLA, it is establis-
hed that an operation could be suspicious, Almacenes Éxito S.A. will give full compliance to the
information contained herein and will avoid – within the legal framework – to conduct the operation
without assuming the responsibility or obligation to do further, since it does not have the power to
break the contractual relationship. Consequently, Almacenes Éxito S.A. will not be in breach of
the dispositions on control and prevention of money laundering by the mere fact of establishing or
maintaining this relationship with a third party who could be making unusual transactions or suspi-
cious operations, since its duty is to inform the competent authorities immediately, without having
to be required – as noted – to take any action to terminate the contractual relationship.

D. Warning Signs

A warning sign is understood to be any type of information, conduct or activity that could attract
attention, since it could be an indication that can detect the completion f an unusual or suspicious
transaction linked to money laundering.

The fact that an operation appears on the list of risks does not mean – in itself – that it is related
to illicit activities. It is necessary to study each one of the operations in order to verify if they are
unusual or suspicious in the ordinary course of user activities.

E. Report on Unusual Transactions and Suspicious Operations

In order to identify unusual transactions or suspicious operations, when they arise, the following
procedure will be applied, accompanied by the following records and/or reports, as applicable:

   - An internal report on the unusual transactions: When an officer identifies that – in accordance
   with what is contained in this Handbook – he is facing an unusual operation, he must report it in
   writing to his immediate superior and to the Compliance Officer, explaining the reasons that lead
   him to consider this operation as such. See Attachment V.

   - An internal report on suspicious operations: When an officer identifies that – in accordance
   with what is contained in this Handbook – he is facing a suspicious operation, he must report it in
   writing to his immediate superior and to the Compliance Officer, explaining the reasons that lead
   him to consider this operation as such. See Attachment VI.

   - An external report of suspicious operations: When it is determined that an operations is sus-
   picious, it will be reported to the UIAF, in accordance with that established in Attachment II of
   Circular 062 of 2007 issued by the Office of the Colombian Superintendent of Finances, modified
   by external Circular 060 of December 2008; the external Circular 0170 of 2002

                                                                                                            115
        issued by the DIAN, and Resolution 295 of 2007 issued by the UIAF.

        The report is preceded by the mere fact of being a suspicious transaction, so it does not require
        certainty about the illegality thereof, nor is it necessary to identify any type of possible offense or
        qualification on the origin of the resources involved in the operation.

        •	 Control of Cash Operations:

           - When a primary placement is made directly by Almacenes Éxito S.A., it must provide eviden-
           ce of the information related to all the cash transactions whose value is equal to or more than
           Ten Million Pesos (COP$ 10,000,000.00) legal Colombian tender, or Five Thousand United
           States of America Dollars (US$ 5,000.00), or its equivalent in other currencies, according to
           the official Colombian exchange rate on the day of the operation.

           - According to Resolution 285 of 2007 issued by the UIAF, during the first ten (10) business
           days of the month, Almacenes Éxito S.A. must report all the transactions that involve pay-
           ments by delivery or receipt of cash for an amount equal to or more than Ten Million Pesos
           (COP$ 10,000,000.00) legal Colombian tender or its equivalent in other currencies. Payments
           in cash that are channeled through the financial system will not need to be reported.

           - Control of the Purchase and Sale of Automotive Vehicles: Almacenes Éxito S.A. will report
           monthly to the UIAF – during the first fifteen (15) calendar days of the following month – all the
           transactions effectively made during the month related to the purchase – sale and/or purchase
           – sale through the consignment of automotive vehicles, regardless of the amount or the form
           of payment, in accordance with the technical attachment of Resolution 114 of 2007, issued
           by the UIAF.

           - Other reports: Almacenes Éxito S.A. will provide any other type of document required by the
           UIAF or another entity on matters within its competence.

      Chapter VII - Attention to Information Requirements -

      The process to follow to meet the requirements for information by the competent authorities will
      consist of ensuring that the Compliance Officer will correctly and promptly address the information
      requirements concerning money laundering, carried out by a competent administrative or judicial
      authority.

      Chapter VIII - Conservation of documents -

      The information Almacenes Éxito S.A. receives in virtue of the application of the regulations for the
      prevention and control of money laundering is subjected to reserve and may be used only for the
      purposes of this Handbook and the legal dispositions that govern the matter.

      Notwithstanding the foregoing, the original documents supporting their respective reports, as well
      as the records related to compliance of the regulations on the prevention and control of money
      laundering, will be conserved in accordance with the regulations that govern the conservation of bu-
      siness books and papers, and maintain them at the disposition of the Office of the Superintendent
      of Finances, the UIAF, the DIAN, and the Office of the Attorney General.

      Once the legal term for the conservation of documents has ended, they may be destroyed, provided
      that the following conditions are fulfilled:

        A) There is no request for the delivery thereof, issued by a competent authority.

        B) Their conservation is possible through a technical medium which guarantees their exact repro-
        duction, and the preservation of their probative value.
116
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  C) In the event of corporate reorganizations, such as merger, division and segregation – among
  others – the resulting entities must guarantee continuity, in strict compliance with this disposition.

  D) In the event of liquidation, it is the liquidator’s responsibility to take the necessary measures
  to ensure the archiving and protection of these documents.

  E) For documents that support the decision to determine an operation as suspicious, Almacenes
  Éxito S.A. must provide for the centralized storage of such documents with the required security,
  together with the respective report to the UIAF, in order to ensure that they arrive in full and on
  time to the authorities upon request.

  F) In terms of the forms established to report unusual or suspicious operations, Almacenes Éxito
  S.A. must conserve them, duly organized to be available for authorities. The information must
  be kept in the office of filing for at least three (3) years without prejudice to the duty to conserve
  documents previously established. The information contained on these forms must be organized
  internally in a centralized database, so as to allow immediate compliance with the requirements
  of the authorities and to be efficiently utilized by Almacenes Éxito S.A. to detect unusual and
  suspicious operations.

Chapter IX - Reservation of the Information -

In accordance with that established in Articles 102 to 105 of the Financial System Fundamental Law
(EOSF), the information received, handled or reported in virtue of that foreseen in these articles and
in this Handbook, is subjected to reservation and may be utilized only for the purposes established
in the legal regulations, especially that related to Item d of Paragraph 2 of Article 102 of this law.

Chapter X - Disclosure of the SIPLA Handbook -

This Handbook will be disclosed and made known by the officers of Almacenes Éxito S.A., who
have responsibilities related to the control and prevention of money laundering and the financing of
terrorism, especially by the administrators of this Handbook, by the persons involved in the direct
placement of the securities and those responsible for the registration of transfers in the secondary
market or the payment of income to investors.




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      Anexo 1




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          Gobierno Corporativo
Anexo 2




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      Anexo 3




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Anexo 4




                             121
      Anexo 5




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          Gobierno Corporativo
Anexo 6




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