Hypermarcas : Minutes of the Board of Directors Meeting

A Publicly-Held Corporation

NIRE 35300353251
CNPJ nº. 02.932.074/0001-91

1. DATE, TIME AND PLACE: Meeting held on March 17, 2014, at

10:00 a.m. in the City of São Paulo, State of São Paulo, at the administrative offices of Hypermarcas S.A. (the "Company"), at Avenida Magalhães de Castro, 4800, Torre Continental Tower, 24th floor, ZIP Code 05502-001.

2. CALL AND ATTENDANCE: Formal call notice is hereby waived on account of the presence of all

Members of the Board of Directors of the Company through conference call: Messrs. João Alves de Queiroz Filho, Claudio Bergamo dos Santos, Esteban Malpica Fomperosa, Bernardo Malpica Hernandez, Jairo Eduardo Loureiro, David Coury Neto, Luciana Cavalheiro Fleischner, Marcelo Henrique Limírio Gonçalves and Marcelo Henrique Limírio Gonçalves Filho.

3. COMPOSITION OF THE MEETING BOARD: Mr. João Alves de Queiroz

Filho, Chairman of the Board of Directors acted as President of the Meeting and invited myself, Juliana Aguinaga Damião, to act as Secretary.

Company, pursuant to the provisions of Art. 142, item "IV" of Law nº 6,404 dated as of December 15,
1976, as amended and currently in force (the "Brazilian Corporate Law"), to resolve on the matters mentioned below; and

with no restrictions whatsoever, the Members of the Board of Directors resolved the following:

(b) to authorize the call for the Annual Meeting of Shareholders of the Company, to be held on April 17, 2014, at 11:00 a.m. , the agenda of which shall be the matters set forth in the draft Call Notice, which is incorporated herein as Exhibit I; the relevant Management's Proposal shall be made available in due course through the Periodical and Eventual Information Forwarding System ("Sistema de Envio de Informações Periódicas e Eventuais - "IPE"); and

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which after being read and approved, were signed by all attending members. Meeting Board: João Alves de Queiroz Filho (Chairman), Juliana Aguinaga Damião (Secretary). Attending Directors: João Alves de Queiroz Filho, Claudio Bergamo dos Santos, Esteban Malpica Fomperosa, Bernardo Malpica Hernandez, Jairo Eduardo Loureiro, David Coury Neto, Luciana Cavalheiro Fleischner, Marcelo Henrique Limírio Gonçalves and Marcelo Henrique Limírio Gonçalves Filho.

We certify that this is a true copy of the Minutes drawn in the appropriate book.
São Paulo, March 17, 2014

Secretary

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A Publicly-Held Corporation

NIRE 35.300.353.251
CNPJ nº. 02.932.074/0001-91

EXHIBIT I TO THE

CALL NOTICE FOR THE ANNUAL MEETING OF SHAREHOLDERS

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HYPERMARCAS S.A.

a Publicly-Held Corporation

CNPJ nº. 02.932.074/0001-91

NIRE 35.300.353.251

CALL NOTICE SHAREHOLDERS' ANNUAL MEETING

Messrs. Shareholders of Hypermarcas S.A. ("Company") are hereby called to meet in the Shareholders' Annual Meeting to be held on April 17, 2014, at 11:00 a.m., at the Company's administrative offices located at Avenida Magalhães de Castro, 4.800, 24thfloor, suite 241, Edifício Continental Tower, Cidade Jardim, in the City of São Paulo, State of São Paulo, for the purpose of, pursuant to the provisions of Article 121 etseq.of Law No. 6,404 of December 15,

1976, as amended and currently in force (the "Brazilian Corporate Law"), resolving on the following agenda::

(i) to review, discuss and vote the Annual Managerial Report, the Company's Financial Statements accompanied with the respective Explanatory Notes, the Independent Auditors' Opinion and other documents and information, pertaining to the fiscal year ended December 31, 2013;

(ii) to approve the proposal of allocation of net profits referring to the Company's fiscal year ended December 31, 2013;

(iii) to resolve on the increase, from nine (9) to eleven (11), of the number of seats of the Board of Directors of the Company;

(iv) to elect two (2) new members for the Board of Directors of the Company, in addition to the other members currently forming such body;

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(v) to set the global and annual remuneration of the Company's managers; and

(vi) to authorize the Company's Management to perform any and all act required to give effect to the resolutions proposed and passed by the Shareholders of the Company.

General Information:

Any documents and information pertaining to the matters to be discussed in the Shareholders' Annual Meeting called herein are at the disposal of the shareholders at the Company's registered office, as well as in website of the Comissão de Valores Mobiliários (www.cvm.gov.br), of the BM&F Bovespa S.A. - Bolsa de Valores, Mercadorias e Futuros (www.bmfbovespa.com.br) and of the Company ( www.hypermarcas.com.br/ri ),in accordance with the provisions of the Brazilian Corporate Law and of CVM Instruction No. 481/2009.

The shareholders of the Company shall attend the Meeting bringing with them the following documents: (a) the relevant evidence of book-entry shares as issued by the custodian financial institution; and (b) if applicable, powers of attorney to represent a shareholder (in case of a proxy), granted in conformity with Article 126 § 1stof the Brazilian Corporate Law.

We inform that five per cent (5%) is the minimum percentage of interest held in the voting capital required for purposes of requesting the adoption of multiple vote as provided for in Article 141 of the Brazilian Corporate Law, in CVM Instruction 165/91, as amended by CVM Instruction 282/98 and CVM Instruction 481/9.

São Paulo, March 17, 2014

João Alves de Queiroz Filho

Chairman of the Board of Directors

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