Big Ben Acquisition

November 4, 2011

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Disclaimer

Legal Warning

This presentation was prepared in order to allow a better understanding, by the market, about the binding Memorandum of Understandings entered into by

and between Brazil Pharma S.A. (“Brazil Pharma”) and the quotaholders of the pharmaceutical retail chain Big Ben (“Big Ben Group” and, together with

Brazil Pharma, jointly referred to as “Parties”), regarding the acquisition of all the retail operation of pharmaceutical products of Big Ben Group

(“Transaction”).

This presentation comprises certain statements regarding future events and information related to Big Ben Group that reflect the current vision and/or

expectations of Big Ben Group and its management regarding its performance, business and future events. This presentation comprises certain prospective

representations. Although Brazil Pharma believes that the expectations and hypothesis contained in the prospective declarations are reasonable and have

been based upon current information made available to its management, Brazil Pharma is unable to assure the results or future events. It shall be taken for

granted that the real results may materially diverge from those expressed or implicit in the prospective representations. Future expectations arisen from this

presentation may consider the risks and uncertainties that involve any activities and operations and that are beyond of the Parties’ control (including,

without limitation, political and economic changes, volatility in interest and exchange rates, technological changes, inflation, changes regarding corporate

and tax legislation). In this sense, the projections contained herein may not reflect the exact terms of the reality. The data included in this presentation also

contemplate information obtained through internal researches, market researches, information subject to public domain and business publications and, in

these cases, Brazil Pharma has not checked the accuracy of such data with the respective sources. In this sense, Brazil Pharma does not provide any

warranty regarding the accuracy and integrity of such information, that involves risks and uncertainties and is subject to changes based upon different

factors. Brazil Pharma is not responsible for the accuracy of such information. Brazil Pharma and its controlled entities, as well as its council members,

officers, agents, employees, consultants or representatives, are not responsible for any losses resulting from the information presented and/or contained

within this presentation, or for any loses arisen therefrom, corresponding or specific.

This presentation is not intended to provide the market with sufficient information to analyze the performance of the Parties, as well as is not intended to

contain all the necessary information in this sense, but only to reinforce Brazil Pharma’s commitment with transparency and relationship with its investors.

The present presentation does not substitute or change the information made available as per the terms of the current legislation and regulation.

This presentation and its content are information owned by Brazil Pharma and may not be replicated or circulated, partially or totally, without Brazil

Pharma’s previous written consent.

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Presenters

André Sá – Brazil Pharma’s CEO

Renato Lobo – Brazil Pharma’s Investor Relations Officer

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Agenda

Big Ben Overview

Transaction Rationale

Transaction Analysis

Brazil Pharma Post Acquisition

Hidden Values

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2 / 79 / 159 Big Ben

Big Ben Overview

Sales Breakdown

2010

Stores per State

October 31 , 2011

Besides being the leader in Brazil’s northern region, Big Ben presents high levels of sales per store with

a solid growth towards the northeast region over the past years

Founded in 1994, with head offices in the state of Pará;

CEO and Founder : Raul Aguilera;

Brazil’s 8th largest drugstore chain;

Largest drugstore chain in Brazil’s northern region, 68% top of

mind in the state of Pará, according to “Diário do Pará”;

146 stores in the states of Pará, Maranhão, Amapá, Piauí,

Pernambuco and Paraíba;

50 stores in the northeast region;

24% of stores are under maturation;

Sales per store of approximately R$500 thousand/month;

Sales in 2010: R$712.4 million; and

EBITDA in 2010 : R$40.2 million.

Pará 95 stores

Amapá 1 store

Maranhão 20 stores

Piauí 14 stores

Pernambuco 14 stores

Paraíba 2 stores

(1) As of October 31, 2011

(2) Average sales per store recorded in 2011

(2)

(1) 50%

8%

42%

Brand medicine

Generic medicine

Non-medicine

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Transaction Rationale

Consolidates leadership position in the northern region;

Establishes a top position in the northeast region, with higher concentration of stores per

state compared to the top player;

68% Top of Mind in the state of Pará (Diário do Pará);

Strengthen market position in the northeast region with 112 stores ; and

Acquisition of a leading player in the northern region mitigates execution risk.

Regional

leadership

Growth Potential

Northern and northeast regions record higher population and income growth rates;

Fragmented regional market, with lower competition and lack of a large player in the entire

region; and

First large chain to set position in the northern region with complementary footprint

compared to other chains.

Synergies

Higher purchase volume allowing better relationship with the industry;

Take full advantage of POS by using our Private Label; and

Capture administrative and operational synergies.

Partner’s

experience

Raul Aguilera has over 25 years of experience in the drugstore sector; and

Opening of 12 stores per year over the past 3 years, on average.

(1) As of June 30, 2011

(1)

2nd

1st

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Total acquisition amount of R$453,644,000.00(1)

• R$178.6 million in Brazil Pharma shares, issued at a price of R$15 per share;

• R$100.9 million in cash; and

• R$174.1 million in 3 annual installments, adjusted by IGP-M (General Market Price Index).

Indemnity and Sureties

• Last installment in cash and equity interest in Brazil Pharma will be secured by indemnities as contractually agreed.

Corporate Governance

• Raul Aguilera remains as Big Ben’s CEO with 3-year renewable management contract; and

• 3-year lock-up for issued shares.

Transaction Analysis

The acquisition has a cash component and a share issuance.

R$275.0 million

11,906,667 shares

100% shares

Transaction Highlights

(1) Includes transaction fees.

EV/EBITDA 2011E

Transaction Multiple: 8.3 x

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2 / 79 / 159 Foundation: 2009;

Employees: 12,886;

Head offices: São Paulo – SP;

Points of Sale (2Q11 Pro-forma): 824;

Retailing of pharmaceutical products, hygiene, beauty and

wellbeing items;

Targeting of A, B and C classes;

Operates in regions of higher growth.

Portfolio post transaction:

– 466 own stores and 358 franchise stores;

– 4 distribution centers (Belém, Recife, Canoas and

Brasília).

The Company will operate in 15 Brazilian states throughout

all the regions;

Higher growth potential; and

Higher mix of generic and non-medicine products.

(1) As of June 30, 2011

Brazil Pharma Post Acquisition

With the transaction, Brazil Pharma becomes Brazil’s third largest drugstore chain with 466 own stores.

Brazil Pharma Overview New Geographic Footprint (2Q11)

168 own stores

358 franchise stores

206 own stores

+

92 own stores

(1) (1)

(1)

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PA 93 93

AP 1 1

AL 5 5

MA 20 20

PI 14 14

PE 55 13 68

PB 3 2 5

DF 85 85

GO 7 7

SC 3 3

RS 165 165

Total 168 92 63 143 466 Brazil

Northern

Northeast

Mid-West

Southern

Largest drugstore chain in the northern region;

Second largest drugstore chain in the northeast region, with

higher concentration per state compared to the region’s

leader;

Largest drugstore chain in the mid-west region;

Second largest drugstore chain in the southern region; and

Higher concentration of allocated capital in the northern and

northeast regions which presents higher population and

income growth rates.

Brazil Pharma Post Acquisition

Consolidation as the main player outside São Paulo, with great representativeness in the northern and

northeast regions, which record Brazil’s highest growth rates.

Strategic Highlights Sales Concentration

Stores Concentration Stores Concentration

(1) As of June 30, 2011

(1)

(1)

(1)

46,8%

26,0%

40,5%

22,5%

12,7%

51,5%

Before Acquisition Post AcquisitionSouth Mid-west North/Northeast

52,0%36,1%

28,5%

19,7%

19,5%

44,2%

Before Acquisition Post AcquisitionSouth Mid-west North/Northeast

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(5)

Combined

Brazil Pharma Post Acquisition

In only 2 years of operations, Brazil Pharma...

Indebtedness

Operational

(1)

(6) (6)

(2)

(2)

(2)

(3)

(3)

(3)

(1)

(3)

Sales 801.6 1,023.3 1,824.8

Gross Profit 252.9 324.9 577.8 Gross Margin 31.5% 31.7% 31.7%

EBITDA 41.9 50.7 92.6 EBITDA Margin 5.2% 5.0% 5.1%

Net Income 19.8 23.0 42.8 Net Margin 2.5% 2.2% 2.3%

Gross Debt 68.0 228.2 296.2

Cash and cash equivalents (46.6) (456.3) (502.9)

Net Debt 21.4 (228.0) (206.6)

Number of stores 143 323 466.0

Number of employees 3,681 9,205 12,886.0

Total Sales Area 37.1 49.5 86.6

Financial

LTM

(4)

(4)

(4)

(1) Last twelve months ended June 30, 2011;

(2) As of October 31, 2011;

(3) As of June 30, 2011;

(4) Does not consider transaction’s disbursement;

(5) Values in R$ million; and

(6) Thousand square meters.

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Brazil Pharma Post Acquisition

Ownership structure post acquisition.

Operating

Partners

Farmais Rosário

Distrital Guararapes Mais

Econômica

100.0% 100.0% 100.0% 100.0%

BTG

Pactual

30.33% 24.45%

Market

11.83%

FIPs1

20.41%

(1) Assets managed by Banco BTG Pactual.

Big Ben

Aguilera

Family

12.98%

100.0%

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Hidden Values

The new acquisition brings to Brazil Pharma several opportunities to create value.

Operational Efficiency

With the implementation

of Shares Services

Center, we will increase

Big Ben’s operational

efficiency, increasing its

EBITDA.

Relationship with the

industry

Brazil Pharma’s sales will

reach approximately R$2

billion, increasing its

bargaining power with the

industry.

Private Label/ New

Businesses

Increase of nearly 50%

new potential clients from

our Private Label and

New Businesses.

Organic Growth

Higher scale and strength

to speed up growth in the

northern and northeast

regions

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Contact

Investor Relations

Renato Lobo Investor Relations Officer

ri@brph.com.br

(55 11) 2117 -5200

www.brazilpharma.com.br/ri

Brazil Pharma S.A.

Rua Gomes de Carvalho, 1629

6º e 7º andares

CEP 04547-006

São Paulo, SP, Brazil