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 So Paulo, at Avenida Corifeu de Azevedo Marques, No. 3,097, zip code 05581-000, Butant. Call Notice and Attendance: The call notice was dismissed due to the presence of all the member of the Companys Audit Committee. Attendance: All members of the Companys Audit Committee. Chair: Mr. Gilberto Lrio - Chairman; Mr. Mrio Antonio Luiz Corra - Secretary. Agenda: Provide an opinion on the Companys 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 So Paulo, State of So Paulo, at Praa 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 So 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 Raias and the Companys Officers, as well as the appraisal report of Raias 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 Companys Board of Directors.

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Closure, Drawning up, Approval and Signature: With nothing further to discuss, the works were concluded and the meeting was adjourned, drawing up these minutes, which were read, found in order, approved and signed by all members present. So Paulo, November 8, 2012. Chair:

_________________________________ Gilberto Lrio Chairman

_________________________________ Mrio Antonio Luiz Corra Secretary

Members of the Audit Committe:

_________________________________ Gilberto Lrio

_________________________________ Mrio Antonio Luiz Corra

_________________________________ Fernando Carvalho Braga

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