Farmácias Sant'Ana’s

Acquisition

February 13th, 2012

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Disclaimer

Legal Warning

This presentation was prepared in order to allow a better understanding, by the market, about the Share Purchase Agreement entered into by and between

Brazil Pharma S.A. (“Brazil Pharma”) and the quotaholders of the pharmaceutical retail chain Sant’Ana S.A. Drogarias, Farmácias (“Sant'Ana” and, together

with Brazil Pharma, jointly referred to as “Parties”), regarding the acquisition of all the retail operation of pharmaceutical products of Sant'Ana

(“Transaction”).

This presentation comprises certain statements regarding future events and information related to Sant'Ana that reflect the current vision and/or

expectations of Sant'Ana 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 – CEO

Renato Lobo – Investor Relations Officer

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Agenda

Sant'Ana Overview

Transaction Rationale

Transaction Analysis

Brazil Pharma Post Acquisition

Hidden Values

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2 / 79 / 159 Founded in 1945, with head offices in Salvador - Bahia;

CEO and Majority Partner: José Sant’Ana;

Brazil’s 9th largest drugstore chain – according to Abrafarma’s 2011 ranking;

Largest drugstore chain in the state of Bahia, with 63% of top of mind in the regional market, according to “Marketing

Consult”;

101 stores in the states of Bahia, while 33% of the stores still under maturation;

Sales per store of approximately R$470 thousand/month;

In December 2011, Sant’Ana’s Distribution Center of approximately 7,000 m² burned down, since then Sant’Ana has been

operating with 2 Distribution Centers of a total of 2,400 m²; and

R$ 527 million Sales and R$ 36 million EBITDA as of LTM Sep.11.

61%18%

21%

Branded Medicine

Generics

Non Medicine

Sant'Ana Overview

Sant’Ana is the absolute leader of the state of Bahia, which is the most important state of the

Northeastern region.

(1) As of Pro-forma September 30, 2011.

Sales Breakdown

LTM Sep.11

Sant'Ana (1)

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2 / 79 / 159 Regional

leadership

Acquisition of a leading player in the state of Bahia, the largest state of the Northeast region;

Consolidates the leadership in the two main markets of the Northeast region: Bahia and

Pernambuco, which have 4.4% and 3.0% national market share respectively;

“Farmacias Sant’Ana” has received the last 17 rewards as Top of Mind from “Marketing

Consult”; and

Strengthen market position in the northeast region with 226 stores.

Transaction Rationale

Growth Potential

Bahia is a very fragmented market, no relevant 2nd player yet in the region, Sant’ Ana is a top

of mind brand in the region;

Net Growth of 33 new stores in the last 3 years; and

Solid growth track record: CAGR of 20% on sales and 14% on number of stores from 3Q08 to

3Q11.

Synergies (hidden values)

Incorporates “Estrela Galdino” points of sales, acquired by Brazil Pharma in December;

Higher procurement volume allowing better relationship with the industry;

Potential to increase the non medicine products share of Sant’Ana’s sales; and

Potential of administrative and operational synergies.

Partner’s

experience José Sant’Ana has over 30 years of experience in the drugstore sector.

(1) As of Pro-forma September 30, 2011; and

(2) Source: IMS Health 2011

(1)

(2)

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Total acquisition amount of R$ 497.0 million

• R$150.0 million in Brazil Pharma’s shares, issued at a price of R$10. per share;

• R$247.0 million in cash;

• R$100.0 million in cash at the 48th month anniversary, adjusted by IPC-A (Consumer Price Index);

• Up to R$35.0 million of this amount will be conditioned to the achievement of pre settled goals;

• Index Cupon: R$17.2 million; and

• Net Cash: R$14.0 million at the signing date.

Indemnity and Securities

• 100% of previous contingencies will be secured by the former owner as agreed by contract; and

• Forward installment in cash and equity interest in Brazil Pharma will be secured by indemnities.

Corporate Governance

• José Sant’Ana remains as Sant'Ana’s CEO;

• 3-year lock-up for issued shares; and

• 5-year Non-Compete agreement, additionally to the lock-up period.

Transaction Analysis

The acquisition has a cash component and a share issuance.

Transaction Highlights

R$ 347,0 million in cash

15,000,000 shares @ R$10.0

100% shares

Implied EV/EBITDA 2012 E

Transaction Multiples: 8,5x

(1) Considering the present value of the estimated fiscal benefit of the goodwill and the index cupon.

(1)

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2 / 79 / 159 Foundation: 2009;

Employees: 15 thousand;

Head offices: São Paulo – SP;

Points of Sale (Pro-forma): 986;

Largest drugstore chain in Brazil, excluding the

Southeast region;

Retailer of pharmaceutical products, hygiene, beauty and

wellbeing items;

Targeting of A, B and C classes;

Operates in regions of high growth;

Portfolio post transaction:

– 627 own stores and 359 franchise stores;

– 5 distribution centers (Salvador, Belém, Recife,

Canoas and Brasília).

The Company will operate in 18 Brazilian states throughout

all the regions and in the D.C.;

Higher growth potential; and

Higher mix of generic and non-medicine products.

Brazil Pharma Post Acquisition

With the transaction, Brazil Pharma becomes Brazil’s largest drugstore chain outside the Southeast

region.

Brazil Pharma Overview New Geographic Footprint

194 own stores

359 franchise stores

228 own stores

104 own stores

101 own stores

986 points of sale

- 627 own stores

- 359 franchise stores

(1) Number of stores as of Pro-Forma December 31, 2011.

(1) (1)

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Number of own stores

Number of employees

Total sales area

Sales 1.553 527 2.080

Gross Profit 565 136 700

Gross Margin

EBITDA 82 36 118

EBITDA Margin 5,3% 6,8% 6%

Net Income 10 21 31

Net Margin 0,6% 4,0% 1%

Financial (R$ million)

LTM Sep.11

Combined

Operacional

(1) LTM as of September 30, 2011; and

(2) Without acquisitions expenses after the September 30th, 2011

(1)

(1)

Brazil Pharma Post Acquisition

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

(2)

Faturamento 1.849 527 2.376

Lucro Bruto 611 136 747

Margem Bruta 33,1% 25,7% 31,4%

EBITDA 102 36 138

Margem EBITDA 5,5% 6,8% 5,8%

Lucro Líquido 60 21 81

Margem Líquida 3,2% 4,0% 3,4%

(thousand m²)

Número de Lojas Próprias 498 101 599

Número de Funcionários 12.886 2.158 15.044

Área de Vendas Total 95 13 108

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PA 94 94AP 1 1AL 5 5MA 6 6PI 28 28PE 79 79PB 7 7BA 101 101

DF 88 88GO 6 6MT 7 7SC 2 2RS 175 175

Total 177 101 220 101 599 Brazil

Northeast

Mid

West

South

North

35,5% 29,5%

20,3%16,9%

44,2%53,6%

Pré Aquisição Pós AquisiçãoSouth Mid West North / Northeast

Brazil Pharma becomes the largest drugstore chain in Brazil; excluding operations in the Southeast region;

Acquisition of the Largest Drugstore Chain in the state of Bahia, giving plenty of room for growth once there isn´t any strong

competition in the region;

Brazil Pharma´s becomes the second largest drugstore chain in the northeast region, with high chances of becoming the number 1 in

2012;

Consolidates the 10 POS of “Estrela Galdino” in Sant’Ana´s assets and brand;

Reinforces the strategy to be the number 1 player in every region where Brazil Pahrma operates;

Brazil Pharma allocates most of its investments in the North and Northeast region, Brazil fastest growing regions being on

demographics and income level; and

Brazil Pharma becomes the 3rd largest drugstore chain of Brazil.

Brazil Pharma Post Acquisition

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

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

Strategic Highlights

Stores Concentration Stores Concentration

(1) As of Pro-forma September 30th, 2011.

(1)

(1) (1)

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(1) Ranking by stores considering only the 4 largest drugstore chains of Brazil, data as of September 30, 2011; and

(2) “n/a”: Other players doesn’t have any operating stores in the region.

4th

2nd

Brazil Pharma post acquisition

Brazil Pharma condolidates its leadership position in 4 out of the 5 main Brazilian regions, becoming

Brazil´s largest drugstore retailer excluding Southeast region.

Ranking – Comparison of the 4th Largests Drugstores Chains in Brazil

1st

3rd

North South Southeast Northeast Mid- West

(1)

(1)

n/a n/a n/a

n/a

n/a n/a

(2)

(2) (2) (2) (2) (2)

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Brazil Pharma Post Acquisition

Ownership structure post acquisition.

Farmais Rosário

Distrital

Mais

Econômica

100% 100% 100%

Big Ben

100%

Sant’ana

100%

(1)

(1) Ownership structures considering Big Ben’s acquisition; and

(2)11% representing by assets managed by Banco BTG Pactual.

Sócios

Operacionais

23%

Free Float

39%

BTG

Pactual(2)

31%

Sant’ana

Family

7%

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Hidden Values

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

Operational Efficiency

Improvement of

Sant'Ana’s operational

efficiency, with the

implementation of the

Shared Service Center

Relationship with the

industry

Brazil Pharma becomes

the most important

Company of

pharmaceutical retail in its

4 regions of operations.

Private Label/ New

Businesses

New potential clients for

Private Label division and

New Businesses.

Best Practices

Cross Selling of best

practices between all the

operations increasing

profitability.

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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