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 JULY 21, 2014

1. DATE, TIME AND PLACE: Meeting held on July 21, 2014, at

03:00 p.m., at the administrative offices of Hypermarcas S.A. (the "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 C. L. Cammarota de Abreu. Also present were representatives of the Company, Messrs. Martim Prado Mattos, Breno Toledo Pires de Oliveira and Eurico José Ferreira, as well as Mr. Edgard Massao Raffaelli, alternate member of the Fiscal Council.

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: (i) the Quarterly Information

Form ("ITR") referring to the results of the second quarter of
2014; and (ii) presentation by Mr. Breno Toledo Pires de Oliveira, Treasury and Investors'
Relations Officer of the Company.

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 Chief Financial and Controllership Officer of the Company, Mr. Martim Prado Mattos, presented the results of the Company referring to the second quarter of

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2014. After clarification of doubts, the members of the Fiscal Council took knowledge of the
ITR; and
(ii) The Treasury and Investors' Relations Officer of the Company, Mr. Breno Toledo Pires de Oliveira, presented the strategy for captation of financial resources and liabilities, as well as the Company's market risks, detailing currency exposure, interest rate exposure, liquidity profile, among others. After discussion, with no resolution to be passed in this connection, the Chairman of the Fiscal Council thanked the presentation made.

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 of the Fiscal Council: Marcelo Curti, Marcos Rafael Flesch and Fabíola C. L. 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, July 21, 2014

Juliana Aguinaga Damião Salem

Secretary

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