HYPERA S.A. 
By Date, Time and Place. At 3:00 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 single series of the fifth public issuance of simple non- convertible debentures, with floating guarantee, 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 13, 2013
Attendance: Debenture Holders representing 100% (one hundred per cent) of the outstanding Debentures issued by the Company under "Escritura Particular da 5ª Emissão Pública de Debêntures Simples, não Conversíveis em Ações, da Espécie com Garantia Flutuante, em Série Única, com Esforços Restritos de Colocação, da Hypermarcas S.A.", registered at the Board of Trade of the State of São Paulo ("JUCESP") under n.º ED001214-2/000, on August 01,
2013 ("Indenture"). Also present at the Meeting were representatives from Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, with registered offices in the City of Rio de Janeiro, State of Rio de Janeiro, na Avenida das Américas, n.° 4.200, Bloco 4 - Grupo 514, enrolled at CNPJ/MF under n.º 17.343.682/0001-38, in the capacity of fiduciary agent
("Fiduciary Agent"), and from the Company.
Composition of the Meeting Board: Chairwoman: Ana Paula de Azevedo Barbosa; 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
Ana Paula de Azevedo Barbosa
Chairwoman
Juliana Aguinaga Damião
Secretary
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