HYPERMARCAS S.A.

A Publicly-Held Corporation

NIRE 35.300.353.251
CNPJ No. 02.932.074/0001-91

MINUTES OF THE MEETING OF THE FISCAL COUNCIL HELD ON MAY 15, 2014

1. DATE, TIME AND PLACE: Meeting held on May 15, 2014, at

03:00 p.m., at the administrative offices of Hypermarcas S.A. ("Company"), in the City of São Paulo, State of São Paulo, at Avenida Magalhães de Castro, 4800, Torre Continental Tower, 24th floor, ZIP Code 05502-001.

2. CALL AND ATTENDANCE: Presence of all Members of the

Fiscal Council of the Company: Messrs. Marcelo Curti, Marcos Rafael Flesch and Fabíola Cammarota de Abreu. Also present were representatives of the Company, Messrs. Martim Prado Mattos, Marco Aurélio Limírio
Gonçalves Filho and Gabriela Bueno Garcia.

3.

COMPOSITION OF THE MEETING BOARD:

Mr. Marcos Rafael

Flesch

acted as President

of the

Meeting and invited myself, Juliana Aguinaga Damião Salem, to act as Secretary.

4. AGENDA: (i) Analysis and discussion of the following matters referring to the Company: (i) regulatory issues; and (ii) risk management

and internal controls.

5. RESOLUTIONS: Having the meeting been duly convened, after examination of the matters included in the agenda, the

members of the Fiscal Council discussed the following:
(i) The Regulatory Matters Officer, Mr. Marco Aurélio Limírio Gonçalves
Filho, presented the regulatory division of the Company, detailing the applicable legislation to the Company, as well as the management model of regulatory proceedings and risks; and

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(ii) The Strategic Planning Executive Officer, Mrs. Gabriela Bueno Garcia, presented the risk management and internal controls division of the Company, detailing proceedings, systems and internal politics of the Company, as well as under the context of the new anticorruption law.
After the questions regarding the discussed matters, which were duly clarified by the Officers of the Company, and with no additional resolution to be taken by the members of the Fiscal Council, the presentations made were thanked.

6. CLOSING: With no further matter to be discussed, the meeting was closed and the present Minutes were drawn, which after

being read and approved, were signed by all attending members of the Fiscal Council. Meeting Board: Marcos Rafael Flesch (President), Juliana Aguinaga Damião Salem (Secretary). Members: Marcelo Curti, Marcos Rafael Flesch and Fabíola Cammarota de Abreu.

C E R T I F I C A T E

We certify that this is a true copy of the Minutes drawn in the appropriate book.
São Paulo, May 15, 2014

Juliana Aguinaga Damião Salem

Secretary

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