MINUTES OF RAIA DROGASIL'S EXTRAORDINARY BOARD OF DIRECTORS' MEETING HELD ON OCTOBER 31ST, 2014

Corporate Taxpayer ID (CNPJ/MF): 61.585.865/0001-51
Corporate Registry (NIRE): 3530003584 4
DATE AND TIME: October 31st, 2014 at 4:00 pm. PLACE: Company's headquarters, located at Avenida Corifeu de Azevedo Marques, 3097 in the city and state of São Paulo. ATTENDANCE: Majority of the Members of the Board. PRESIDING: Mr. Antonio Carlos Pipponzi, Chairman, and Mr. Renato Pires de Oliveira Dias, Secretary. AGENDA: Hiring of Audit Company. RESOLUTIONS: Was deliberated, unanimously, as set forth on item (f), Article 8 of the Company's Bylaws, and in compliance with CVM's Instruction n. 308/99, the hiring of the independent audit company PRICEWATERHOUSECOOPERS AUDITORES INDEPENDENTES ("PWC"), registered under the corporate taxpayer ID n. 61.562.112/0001-
20, headquartered in the capital of the state of São Paulo, at Av. Francisco Matarazzo, 1400
- 9th, 10th, 13th, 14th, 15th, 16th and 17th floors, Torino Tower, zip code 05001-100, Água Branca, to replace Ernst & Young Auditores Independentes S.S. ("Ernst & Young") and audit the Company's financial statements, as from 2015, beginning its activities on January 1st,
2015. CLOSURE: There being no further business to discuss, the meeting was brought to a close and these minutes were drawn up in summary form, read, approved and signed. Antonio Carlos Pipponzi, Chairman; Renato Pires de Oliveira Dias, Secretary. ATTENDING MEMBERS OF THE BOARD: Antonio Carlos Pipponzi; Carlos Pires Oliveira Dias; Renato Pires Oliveira Dias; Rosalia Pipponzi Raia De Almeida Prado; Jairo Eduardo Loureiro; Paulo Sérgio Coutinho Galvão Filho; and Plínio V. Mussetti.
São Paulo, October 31st, 2014
This is a free English translation of the original minutes drawn up in the Company's records.

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