RAIA DROGASIL S.A. CNPJ/MF No. 61.585.865/0001-51 NIRE 35.300.035.

844 Minutes of the Meeting of Audit Committee held on November 8, 2012

Date, time and place: On November 8, 2012, at 11:00 a.m., at the head office of Raia Drogasil S.A. (“Company”), located in the City and State of São Paulo, at Avenida Corifeu de Azevedo Marques, No. 3,097, zip code 05581-000, Butantã. Call Notice and Attendance: The call notice was dismissed due to the presence of all the member of the Company’s Audit Committee. Attendance: All members of the Company’s Audit Committee. Chair: Mr. Gilberto Lério - Chairman; Mr. Mário Antonio Luiz Corrêa - Secretary. Agenda: Provide an opinion on the Company’s Board of Directors proposal, to be submitted to the Shareholders’ Meeting, regarding the merger of Raia S.A., a corporation with head office in the City of São Paulo, State of São Paulo, at Praça Panamericana, No. 57, Alto de Pinheiros, zip code 05461-000, enrolled with CNPJ/MF under No. 60.605.664/0001-06, with its corporate documents registered with the Board of Trade of the State of São Paulo under No. 35.300.346.319 (“Raia”), into the Company, its controlling and sole shareholder. Resolutions: After examining and discussing the items contained in the Agenda and reviewing the terms of the Protocol and Justification of the Merger of Raia into the Company, executed by Raia’s and the Company’s Officers, as well as the appraisal report of Raia’s net assets at book value prepared by Ernst & Young Terco Auditores Independentes S/S, the members of the Audit Committee, exercising their attributions pursuant to item III of Article 163 of Law No. 6,404/76, formalized a favorable opinion regarding the merger of Raia into the Company, in accordance with the terms proposed by the Company’s Board of Directors.

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found in order. 2012.8407733v3 . São Paulo. the works were concluded and the meeting was adjourned.Closure. which were read. Chair: _________________________________ Gilberto Lério Chairman _________________________________ Mário Antonio Luiz Corrêa Secretary Members of the Audit Committe: _________________________________ Gilberto Lério _________________________________ Mário Antonio Luiz Corrêa _________________________________ Fernando Carvalho Braga 2 SP . drawing up these minutes. November 8. Approval and Signature: With nothing further to discuss. approved and signed by all members present. Drawning up.

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