HYPERMARCAS S.A. A Publicly-Held Corporation NIRE ...

HYPERMARCAS S.A.
A Publicly-Held Corporation
NIRE 35300353251
CNPJ nº. 02.932.074/0001-91
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON JUNE 29, 2012
1. DATE, TIME AND PLACE: Meeting held on June 29, 2012 at
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12:00 p.m., in the administrative offices
of Hypermarcas S.A. (the “Company”), in the City of São Paulo, State of São Paulo, at Avenida
Presidente Juscelino Kubitschek, 1830, Tower III, 5th floor, ZIP Code 04543-900.
2. CALL AND ATTENDANCE: Formal call notice is hereby waived on
account of the presence of all Members
of the Board of Directors of the Company through conference call: Messrs. João Alves de
Queiroz Filho, Claudio Bergamo dos Santos, Esteban Malpica Fomperosa, Bernardo Malpica
Hernandez, Jairo Eduardo Loureiro, David Coury Neto, Luciana Cavalheiro Fleischner, Marcelo
Henrique Limírio Gonçalves and Marcelo Henrique Limírio Gonçalves Filho.
3. COMPOSITION OF THE MEETING BOARD: Mr. João Alves de Queiroz
Filho, Chairman of the Board of
Directors acted as President of the Meeting and invited myself, Maria Fernanda Ferreira de
Mello, to act as Secretary of the Meeting.
4. AGENDA: To resolve on: (i) the election of new members of the Board of
Officers on account of the creation of three (3) new offices, as
approved by the Extraordinary Shareholders’ Meeting of the Company held on June 29, 2012 at
10:00 a.m.; and (ii) authorization for the Company’s Senior Management to perform any and all
acts required to give effect and implement the resolutions proposed and passed by the members
of the Board of Directors of the Company.
5. RESOLUTIONS: Having the Meeting been duly convened, after
discussion of the matters, by unanimous vote and with
no restriction whatsoever, the Members of the Board of Directors resolved the following:
(i) on account of the creation of three (3) new offices in the Company’s
Board of Officers, as approved by the Extraordinary Shareholders’ Meeting of the Company
held on June 29, 2012 at 10:00 a.m., to elect: (a) for the position of Chief Executive Officer of

the Medicaments Division Mr. Luiz Eduardo Violland, a Brazilian citizen, married, economist,
holder of Identity Card R.G. No. 2523912-SSP/RJ and enrolled as a taxpayer under CPF/MF
No. 376.299.137-53, residing and domiciled in the City of São Paulo, State of São Paulo; (b) for
the position of Chief Executive Officer of the Consumer Division Mr. Nicolas Fischer, a
German citizen, married, business manager, holder of Foreigner National Registry (RNE)
No. V190693-4 and enrolled as a taxpayer under CPF/MF No. 214.213.618-41, residing and
domiciled in the City of São Paulo, State of São Paulo; and (c) for the position of Tax Officer
Mr. Armando Luis Ferreira, a Brazilian citizen, divorced, lawyer, holder of Identity Card R.G.
No. 23.829.109-1-SSP/SP and enrolled as a taxpayer under CPF/MF No. 168.106.558-40,
residing and domiciled in the City of São Paulo, State of São Paulo, all of which having a
business address in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino
Kubitschek, 1830, Towers 3 and 4, 5 th floor, ZIP Code 04543-900, and having a term of office
extending until the date of the first Meeting of the Board of Directors to be held subsequently to
the Shareholders’ Annual Meeting resolving on the accounts of the fiscal year to end on
December 31, 2013;
(ii) Messrs. Luiz Eduardo Violland, Nicolas Fischer and Armando Luis
Ferreira represented, under the penalties of law, that they are not prevented, by virtue of special
law, from exercising the management of the Company, nor have they been convicted or are
under the effects of a conviction to a penalty that prohibits, even if temporarily, the access to
public offices; or by virtue of bankruptcy fraud, nonfeasance, bribery, concussion,
embezzlement, crime against the people’s economy, crimes against the Brazilian financial
system, crimes against the antitrust rules, crimes against consumer relations, public faith to
property. Accordingly, the officers elected hereby will take office upon the execution of the
Term of Investiture in the Book of Meetings of the Board of Officers;
(iii) in view of the aforementioned elections as per item (i) above, and the
change of denomination of the positions in the Company’s Board of Officers, as approved by
the Extraordinary Shareholders’ Meeting of the Company held on June 29, 2012 at 10:00 a.m.,
to record that the Company’s Board of Officers shall henceforward be composed by the
following members: Claudio Bergamo dos Santos, a Brazilian citizen, married, business
manager, holder of Identity Card R.G. No. 8.765.296-1 DEIC/SP, enrolled as a taxpayer under
CPF/MF No. 101.110.688-43, as Chief Executive Officer (CEO); Luiz Eduardo Violland, a
Brazilian citizen, married, economist, holder of Identity Card R.G. No. 2523912-SSP/RJ and
enrolled as a taxpayer under CPF/MF No. 376.299.137-53, as Chief Executive Officer of the
Medicaments Division; Nicolas Fischer, a German citizen, married, business manager, holder
of Foreigners National Registry (RNE) No. V190693-4 and enrolled as a taxpayer under
CPF/MF No. 214.213.618-41, as Chief Executive Officer of the Consumer Division; Martim
Prado Mattos, a Brazilian citizen, married, business manager, holder of Identity Card R.G. No.
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27.978.664-5 SSP/SP, enrolled as a taxpayer under CPF/MF No. 221.793.328.07, as Chief
Financial Officer (CFO); Breno Toledo Pires de Oliveira, a Brazilian citizen, married,
business manager, holder of Identity Card RG No. 28.852.238-2-SSP/SP, enrolled as a taxpayer
under CPF/MF No. 248.302.438-64, as Investors’ Relations Officer; Armando Luis Ferreira, a
Brazilian citizen, divorced, lawyer, holder of Identity Card R.G. No. 23.829.109-1-SSP/SP and
enrolled as a taxpayer under CPF/MF No. 168.106.558-40, as Tax Officer; Carlos Roberto
Scorsi, a Brazilian citizen, married, business manager, holder of Identity Card R.G. No.
13.389.345-SSP/SP, enrolled as a taxpayer under CPF/MF No. 030.408.158-22, as Chief
Operations Officer; Antonio Carlos Vanzelotti, a Brazilian citizen, married, economist, holder
of Identity Card R.G. nº 15.520.846-9-SSP/SP and enrolled as a taxpayer under CPF/MF No.
077.519.558-80, as Controllership Executive Officer; Gabriela Bueno Garcia, a Brazilian
citizen, married, engineer, holder of Identity Card R.G. No. 28.096.167-4 SSP/SP and enrolled
as a taxpayer under CPF/MF No. 289.233.348-20, as Strategic Planning Executive Officer; and
Nelson José de Mello, a Brazilian citizen, married, economist, holder of Identity Card R.G. No.
493.340-SSP/GO, enrolled as a taxpayer under CPF/MF No. 130.110.221-00, as Institutional
Relations Officer, all of which having a business address in the City of São Paulo, State of São
Paulo, at Avenida Presidente Juscelino Kubitschek, 1830, Towers 3 and 4, 5 th floor, ZIP Code
04543-900, and having a term of office extending until the date of the first Meeting of the Board
of Directors to be held subsequently to the Shareholders’ Annual Meeting resolving on the
accounts of the fiscal year to end on December 31, 2013; and
(iv) to authorize the Company’s Senior Management to perform any and all
acts required to give effect and implement the resolutions proposed and passed by the members
of the Board of Directors of the Company.
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. Meeting Board: João Alves de Queiroz Filho (Chairman), Maria
Fernanda Ferreira de Mello (secretary). Attending Directors: João Alves de Queiroz Filho,
Claudio Bergamo dos Santos, Esteban Malpica Fomperosa, Bernardo Malpica Hernandez Jairo
Eduardo Loureiro, David Coury Neto, Luciana Cavalheiro Fleischner, Marcelo Henrique
Limírio Gonçalves and Marcelo Henrique Limírio Gonçalves Filho.
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, June 29, 2012
__________________________________
MARIA FERNANDA FERREIRA DE MELLO
Secretary
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