MINUTES OF THE GENERAL MEETING OF HOLDERS OF DEBENTURES OF THE SECOND SERIES OF THE FIRST PRIVATE ISSUANCE OF SIMPLE DEBENTURES, WITH FLOATING GUARANTEE, COMBINED WITH A SUBSCRIPTION WARRANT, OF HYPERMARCAS S.A. CNPJ/MF 02.932.074/0001-91 NIRE 35.300.353.251 HELD ON DECEMBER 27, 2013

Date, Time and Place. At 6:00 p.m. on December 27, 2013, at Avenida Magalhães de Castro,

4.800, 24th floor, ZIP Code 05502-001, in the City of São Paulo, State of São Paulo.

Call: Holders of debentures of the second series of the first private issuance of simple debentures, with floating guarantee combined with a subscription warrant, of Hypermarcas S.A.

("Debenture Holders", "Debentures" and "Company", respectively) upon a call notice published in the Official Gazette of the State of São Paulo and in the Valor Econômico newspaper on December 12, 2013, December 13, 2013 and December 17, 2013.
Attendance: Debenture Holders representing 96.5% (ninety six point five per cent) of the outstanding Debentures issued by the Company under "Escritura Particular da 1ª Emissão Privada de Debêntures Simples, com garantia flutuante, conjugadas com bônus de subscrição, da Hypermarcas S.A.", registered at the Board of Trade of the State of São Paulo ("JUCESP") under n.º ED000607-5/000, on November 1st, 2010 ("Indenture"). Also present at the Meeting were Planner Trustee DTVM Ltda., with registered offices in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, n.° 3.900, 10th floor, enrolled at the CNPJ/MF under n.º
67.030.395/0001-48, as fiduciary agent ("Fiduciary Agent"), and of the Company.

Composition of the Meeting Board: Chairman: Andrés Sobalvarro Côrtes da Silveira; Secretary: Juliana Aguinaga Damião.

Agenda: To resolve on (i) the proposal of partial spin-off of the Company, according to the provisions of article 229 of law No. 6,404 dated December 15, 1976, as amended ("BrazilianCorporate Law"), with the consequent reduction of the capital stock of the Company, in the amount of R$1,030,190.78 (one million, thirty thousand, one hundred and ninety reais and seventy-eight cents) upon the forfeiture of 92,798 (ninety-two thousand, seven hundred and ninety-eight) common shares, registered, in book-entry form and without par value, of the Company's issuance, pro rata to the equity interests held by the Company's shareholders; (ii) the proposal of merger by the Company, of the entirety of the shares issued by Brainfarma Indústria Química e Farmacêutica S.A., as per the Protocol of Spin-Off and Merger of Shares, with the consequent increase of the capital stock of the Company, in the aggregate amount of R$1,030,190.78 (one million, thirty thousand, one hundred and ninety reais and seventy-eight cents), upon the issuance of 92,798 (ninety-two thousand, seven hundred and ninety-eight) new common shares, registered, in book-entry form and without par value, to be subscribed for by the shareholders of the Company, pro rata to the shares currently held by them.
Resolutions: The matters set forth in the Agenda were discussed and voted on, and were approved by unanimous votes of the attending Debenture Holders (i) the proposal of partial spin-off of the Company, according to the provisions of article 229 of the Brazilian Corporate Law, with the consequent reduction of the capital stock of the Company, in the amount of R$1,030,190.78 (one million, thirty thousand, one hundred and ninety reais and seventy-eight cents) upon the forfeiture of 92,798 (ninety-two thousand, seven hundred and ninety-eight) common shares, registered, in book-entry form and without par value, of the Company's issuance, pro rata to the equity interests held by the Company's shareholders; (ii) the merger by the Company, of the entirety of the shares issued by Brainfarma Indústria Química e Farmacêutica S.A., as per the Protocol of Spin-Off and Merger of Shares, with the consequent increase of the capital stock of the Company, in the aggregate amount of R$1,030,190.78 (one million, thirty thousand, one hundred and ninety reais and seventy-eight cents), upon the issuance of 92,798 (ninety-two thousand, seven hundred and ninety-eight) new common shares, registered, in book-entry form and without par value, to be subscribed for by the shareholders of the Company, pro rata to the shares currently held by them; and (iii) the authorization for the Fiduciary Agent to take all necessary actions to implement the resolutions (i) and (ii) above.

Closing: With no further matter to be discussed, the meeting was adjourned and suspended for the necessary time to draw these minutes, which after being read, was approved and signed by all attending persons.

The present instrument is a true copy of the original Minutes drawn in the appropriate book.

São Paulo, December 27, 2013

Andrés Sobalvarro Côrtes da Silveira
Chairman

Juliana Aguinaga Damião
Secretary

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