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Profarma Casa Saba Brasil Acquisiton Conference Call

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Page 1: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Page 2: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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A New Company

for a New Market

Page 3: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Profarma | Disclaimer

This presentation does not constitute an offering, invitation or solicitation of any kind to subscribe for or purchase shares or any other type of securities, nor

does this presentation or any information contained herein form the basis of any type of contract or commitment.

This material should not be construed as investment advice to potential investors. This information is not intended to be complete and is presented as a

summary. No trust should be built upon the basis of the accuracy of the information herein and no representation or guarantee, whether expressed or

implied, is made as to the accuracy of the information herein.

This presentation contains forward-looking statements that may be based upon forecasts which, as such, are no guarantee of future performance.

Investors are advised that these forecasts are and will be subject to countless risks, uncertainties and factors related to Profarma’s operations and

business environments, such as: competitive pressure, the performance of the Brazilian economy and of the pharmaceutical industry and changing market

conditions among other factors mentioned in the documents released by Profarma. These risks may cause the Company’s results to be materially different

from any future results expressed or implied by such forward-looking statements.

Although Profarma believes the expectations and assumptions contained in the forward-looking statements and information to be reasonable and based

upon data presently available to its management, the Company cannot guarantee future results or events. Profarma does not assume the obligation to

update any forward-looking statements and information.

It is summary information not intended to be complete and should not be deemed investment advice by potential investors. This presentation is strictly

confidential and may not be disclosed to any other persons. We make no statements and no guarantee as to the accuracy, suitability or completeness of

the information posted herein, which should not be relied upon for investment decisions.

Page 4: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Long-term Growth

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Profarma | Long-Term Growth Strategy

Selected

Acquisitions

New

Segments

Regional

Expansion

Profarma’s long-term growth strategy rests on three main pillars.

Page 6: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Profarma has been consistently implementing the strategy of

diversifying its pharmaceutical distribution business by

breaking into new market segments such as:

The hospital industry

Special products (vaccines, dermatological products,

higher value-added products, etc.)

Value-added services for manufacturers

Retailing

Profarma’s new business segments complement and

strengthen the Company’s position in the industry:

Higher-margin segments

Synergies with the logistics segment

Synergies with storage services

Synergies with the purchasing department

Business Segment

Hospitals Specialties Retail

Scale

P

rice

Q

uality

D

isti

nct

Pro

du

cts

Go

als

Distribution Services

Initial Focus New Focus Synergy Approach

Selected Portfolio

Strategic Positioning Comments

Profarma | A Strategy Based on A Broad Market Vision and Perfect Execution

Page 7: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Timeline

CAGR Market (97-00) = 12% CAGR Market (04-10) = 12%

Organic Growth / New Regions New Segments / Products Selected Acquisitions

A proven history of success: a unique ability to enter new regions and segments and make successful acquisitions.

Market (9M11-9M12) = 17%

Profarma | Main Events

CE

PE Paraná

Minas

Gerais Espírito

Santo

Hospitals

in SP

Bahia

DF IPO

Vaccines

K+F

(SP)

Dimper’s DC

(RS)

GO

Prodiet Hospitals

In RJ Arpmed

1998 1999 1996 2001 2003 2004 2005 2006 2007 2009 2011 2012 2013

Casa Saba

Brasil

Page 8: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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1,102

2003

1,443

2004

1,725

2005

1,968

2006

2,596

2007

2,940

2008

3,042

2009

3,133

2010

3,317

2011

2,832

9M12

In R$ million

8.4% 9.3% 9.6% 9.6% 11.5% 11.7% 10.9%* 10.2%* 9.2%* 9.0%*

Market Share | * Not including similar medications

Rise in Gross Revenues

Profarma | Our Growth in Figures

Page 9: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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68.1

2006

80.1

2007

78.7

2008

110.7

2009

79.9

2010

75.9

2011

73.4

9M12

In R$ MM and as a % of Net Revenues

EBITDA and EBITDA Margin

3.5 3.9

3.1

4.3

3.0 2.7

3.1

As a % of Gross Revenues

Diversification

EBITDA EBITDA Margin (%)

67.7% 69.7% 66.5%

55.4%

5.7% 5.7% 7.0%

8.6%

17.8% 17.8% 18.9%

13.5%

6.7% 4.1% 4.5%

7.1%

2.0% 2.7% 3.1%

12.6%

2.7%

2006 2008 2010 9M12

Branded Generics OTC

Health and Beauty Hospitals + Vaccines Specialties

Profarma | Revenues and EBITDA

Page 10: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Sector Dynamics

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Global Pharmaceutical Distribution and Retail Industries | Overview

% of the Total Market In € billion

Source: IMS Health 2010. Source: J.P. Morgan

6.6

2.9 2.5 1.8

4.2

1.9 2.5

3.9

10.4

4.3 5.5

19

30 23 21 21

16

24

36

43 42

35

43% 57%

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

Transaction Amounts # of Transactions

100% 93% 92%

72% 64% 61% 58% 55%

39%

13%

Developed countries: An

establishment process has

taken place over the last 15

years. There are currently

few players.

This process was driven by the

scalability inherent to the industry,

which leads to an increase in

companies’ earnings thanks to

higher volumes, better negotiation

terms with suppliers and,

consequently, higher margins.

This trend benefited companies

with higher scales and greater

efficiency, able to obtain high

returns and profitability.

Top 3 Distributors’ Market Share M&A Transactions in the Distribution and

Retail Industries

Page 12: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Global Pharmaceutical Distribution and Retail Industries | Main Trends

Source: IMS Health

World Ranking of Distributors

Distributor Growth 11/10 Sales EBITDA Margin Mixed Ranking

13.0%

2.9%

-3.0%

3.0%

4.0%

3.0%

31.2

30.8

28.8

112.0

102.6

80.2

6.4%

3.0%

2.6%

2.1%

1.8%

1.6%

1

2

3

4

5

6

N.A.

Strong presence through company-owned chains

Focus on services / franchises

Mixed Model: A Reality Worldwide, with Different Focuses

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The Brazilian Pharmaceutical Market | Overview

A unique combination of high growth rates and sound industry fundamentals.

7.0 8.3 9.4 10.3 11.2 11.6 13.1 14.4

16.6 18.3

20.9 23.2

26.1 30.0

36.0

41.8

1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Sales of the Brazilian Pharmaceutical Industry 1996-2011 (R$ billion)

1997: Asian Crisis

1998: Russian Crisis

1999: Real Depreciation

2000: Internet Bubble Burst

2001: Argentine Default

2002: Pre-Lula

Election Crisis

2003-04: First Years

of Lula’s Administration

2004: Mensalão

(cash-for-votes scheme)

Scandal

2006: Lula’s Re-election 2008: Subprime Crisis

Source: IBGE. Farmácia Popular, Health, OMS, IMS, Brazil Central Bank

Macro Drivers Micro Drivers Timing

Income Growth Aging Population Generic Drugs Regional Brands Fragmented Market Formalization

Page 14: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Total area (km²)

# of Drugstores

Total Market

8.5 MM

60 thd

R$41.8 Bil

Share: 4.1%

Market: R$1.7 Bil

Area: 3,853,327 km²

# of Drugstores: 4.3 thd

Share: 16.3%

Market: R$6.8 Bil

Area: 1,554,257 km²

# of Drugstores: 4.3 thd

Share: 54.6%

Market: R$22.8 Bil

Area: 924,511 km²

# of Drugstores: 27.2 thd

Share: 17.2%

Market: R$7.2 Bil

Area: 575,410 km²

# of Drugstores: 12.4 thd

Share: 7.8%

Market: R$3.2 Bil

Area: 1,606,372 km²

# of Drugstores: 6.7 thd

Share of the Top 3 Distributors by Geographical Region Distribution Overview

• Highly fragmented: The top 3 account for 42% of

the Brazilian market, vs. 92% in the USA, 72% in

Mexico and 55% in Argentina;

• A slow establishment process: mainly labor and

tax liabilities and contingencies hinder

consolidation in the distribution industry;

• Margins under pressure from the consolidation of

the retail industry;

• A drop in part of the tax incentives.

28%

42%

2006 2011

To

p 3

Source: IMS, IBGE

Distribution in Brazil | A Fragmented, Highly Competitive Market

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Profarma has the scale, efficient operational platform and execution capacity needed to become one of the

major mixed distribution players in Brazil.

Source: IMS Health

• The Brazilian pharmaceutical distribution market is still much more fragmented than in the U.S. and Europe;

• The top Brazilian distributors have not yet felt the need to adopt the European mixed business model or the

American model, with services.

Distributor Medications Vaccines Hospital Health and Beauty Specialties Retail Services

Retail / Distribution European Mkt U.S. Mkt

Business Segments of the Main Pharmaceutical Distributors in Brazil

Distribution in Brazil | A Fragmented Market with Opportunities

Government

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Groups # of Stores Names

The retail market is still very fragmented, with about 60,000 drugstores in Brazil. Independent stores continue to play

an important role in the retail industry – The top chains in Brazil are establishing themselves through geographical

expansion whereas medium-sized chains are establishing themselves regionally.

The Retail Industry in Brazil | A Fragmented Market

Top Established Players – 2011

Source: Media publications. IMS Distribution Study.

Presence of Chains by Brazilian Region

Chains S SW MW NE N

Raia Drogasil

DSP Pacheco

Pague menos

Brazil Pharma

Araújo

Panvel

Nissei

Onofre

Extrafarma

Drogasmil

Venâncio

Drogal

Angélica

Drogãosuper

Indiana

A Nossa Drog

Permanente

São Bento

Moderna

Santa Lúcia

Minas Brasil

Relevant Market

Aug 2011

Aug 2011

Brazil Pharma

Estrela Galdino

Guararapes

Farmais

Droga Raia 389

Drogasil 363

São Paulo 374

Pacheco 348

Pague Menos 466

Araújo 99

Catarinense 197

Nissei 209

Panvel 274

Ultrafarma 6

Bigfarma 86

Bom Preço 180

Big Bem (PA) 128

Rosário (DF) 85

Venâncio 17

Extrafarma 177

Mais Econômica (RS) 187

Santana (BA) 103

Onofre 39

São João (RS) 240

Other Chains

Independent

Outras 3.713 12,8%

Independentes 57.825 48,3%

Top 5 Chains 23,3%

Top 6-10 Chains 7,2%

8,5% Top 11-20 Chains

Bifarma

Page 17: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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The Retail Industry in Brazil | Opportunities for Establishment in the Retail Industry

2011

776 828

2012 2009

582

688

2010 2011

737

1,050

2012 2009

423 503

2010 2011

489

2012

555

2009

333 400

2010

The Growth of 3 of the Top 5 Players – Number of Stores

Sales EBITDA Net Income

R$4.7 Bil R$151.4 MM R$271.5 MM

Sales EBITDA Net Income

R$2.6 Bil R$95.7 MM R$155.4 MM

Sales EBITDA Net Income

R$2.9 Bil R$109.1 MM R$232.2 MM

2011 2011 2011

Page 18: Profarma  Casa Saba Brasil Acquisiton  Conference Call

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Vertical Integration: The Mixed

Model in Brazil and Worldwide

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The Mixed Model | Recent Moves in Latin America in Line with a Global Trend

Chile Mexico

Peru

• Socofar is one of the top three pharmaceutical

distributors in Chile;

• It owns the largest retail chain in that country (Farmacias

Cruz Verde), which has over 500 stores and established

itself after the acquisition of Farmacias Conosur in 2001

(ranking 4th in the industry).

• Founded in 1892, Grupo Casa Saba is the top

pharmaceutical distributor in Mexico, with US$2.8 billion

net revenues in 2010;

• Grupo Casa Saba is also present in the retail market. It

had over 160 stores under the brands Farmacias ABC and

Farmacias Provee de Especialidades (in Mexico) and

Drogasmil (in Brazil) at the close of 2009;

• In October 2010, Grupo Casa Saba acquired Farmacias

Ahumada AS and became the largest mixed distributor in

Latin America, with a retail platform of over 1,500 stores

in Mexico, Brazil, Chile and Peru.

• Quimica Suiza, the top pharmaceutical distributor in Peru,

acquired Boticas BTL, one of the top drugstore chains in

that country in 2011 and now has a retail platform of over

300 stores.

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The Mixed Model | The Changing Reality in Brazil

Examples of Brazilian Pharmaceutical Distributors Migrating to the Mixed Model

• Grupo Jorge Batista, one of the top distributors in Northeastern Brazil, owns the retail chain

Globo Guararapes (with 30 stores in Rio Grande do Norte State), has recently acquired

Lusitana chain (with 25 stores in Piauí State) and is engaged in negotiations with Drogaria

Ceará, which has 20 stores in Fortaleza, Ceará State.

• Founded in 1972, Distribuidora Brasil distributes pharmaceuticals in the states of Mato

Grosso and Mato Grosso do Sul and has recently expanded its presence to the states of São

Paulo and Paraná, and the Federal District. It operates in the retail industry through Drogaria

São Bento, a chain with about 75 drugstores in Mato Grosso and Mato Grosso do Sul.

• Headquartered in Ribeirão Preto (São Paulo State), Drogacenter is a pharmaceutical

distributor operating in the states of São Paulo, Minas Gerais, Goiás and Rio de Janeiro. The

company owns the largest drugstore chain in the country of São Paulo State (Drogão Super),

with over 50 stores inland, in the Santos area and Southern Minas Gerais State.

• Imifarma is a pharmaceutical distributor based in Belém (Pará State). The company owns

Extrafarma drugstore chain, with over 70 stores located in the states of Pará, Maranhão and

Ceará.

• Dimed was one of the first distributors to adopt the mixed model in Brazil. It operates in the

industry under the Panvel brand, which is currently the largest drugstore chain in Southern

Brazil, with 290 stores.

Northeast

Mid-West

Southeast

North

South

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Complementarity

Strategic access to information

and market needs will be able to

leverage new business (e.g. provision

of additional services to industry and

Growth

Entry into the retail industry, a

fragmented market with multiple

opportunities for establishment

Efficiency Gains

A management structure combining

optimized logistics, an integration

between systems and processes, a

dispersal of expenses and the

elimination of redundancies.

Higher Gross Margin

Adoption of the best purchasing

terms and conditions and gross

margin and leveraging of the

combined scale of purchases in

new business negotiations.

The Mixed Model | The Main Advantages for Profarma

Vertical integration offers Profarma several opportunities to create value.

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Acquisition of Casa Saba Brasil

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Geographical Coverage Highlights Transaction

Profarma | Overview of Casa Saba Brasil

Geographical Coverage

• Aquisition of 100% of CSB Drogarias S.A.(Drogasmil

/ Farmalife) total equity, for R$ 87.0 million, to be paid

net of debt and cash balances;

• 100% paid upon CADE´s approval of the operation.

• Two strong brands in the market: “Drogasmil” and

“Farmalife” with complementary positioning.

• Platform of 85 stores;

• Gross Revenue of R$ 332.8 million in 2011;

• Leading position in Rio de Janeiro (2nd largest

market in Brazil);

• Strong presence in shopping malls (less

competitive environment);

• Relevant participation in the hygiene and beauty

segment, and also dermocosmetics. RJ

Rio de Janeiro State

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Casa Saba Brasil | Transaction Rationale

Diversification

and Scale

Robust entry on the retail sector through an 85 store platform, being one of the largest

drugstore chains in Brazil, second largest in Rio de Janeiro.

Creation of one of the largest mixed distribution and pharmaceutical retail platforms in Latin

America, and the largest in Brazil

Company with a differentiated position to become an important player of the industry

consolidation process;

Improved flexibility and capillarity for the entry into new markets where Profarma already has

operations (support from the local Profarma team).

Growth

Support from regional industry managers, generating possible synergies in purchases,

marketing funds, logistics and back-office;

Tax optimization in Rio de Janeiro;

Easier integration and management of retail operations.

Sinergy

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Distribution

3rd largest distributor in Brazil, with 12

distribution centers and nationwide

coverage.

The Company also has two platforms

(Prodiet and Arpmed) focused on the

hospitals, government and specialties

segments.

Mixed operation model (distribution +

retail) already established in the

European market;

Greater consolidation opportunity:

more than 80% of the points of sale are

still independent shops.

Profarma | A New Company

Mixed Model

A Fragmented Retail Market A Solid Regional Expansion and

Diversification of Channels and

Products

Retail

+

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Analyst Coverage

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Company Analyst Phone number Email address

Credit Suisse Marcel Moraes (55 11) 3841-6302 [email protected]

Banco Fator Gabriel Gaetano (55 11) 3049-9480 [email protected]

BTG Pactual João Carlos dos Santos (55 11) 3383-2384 [email protected]

Juliana Rozenbaum (55 11) 3073-3040 [email protected] Itaú BBA

Fernando Amaral (55 11) 3048-6088 [email protected] Morgan Stanley

Andre Parize (55 11) 5171-5870 [email protected] Votorantim

Merrill Lynch Mauricio Fernandes (55 11) 2188-4236 [email protected]

Profarma | Analyst Coverage

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IR contacts

Max Fischer | Chief Financial and IR Officer

Beatriz Diez | IR Manager

Phone number.: 55 (21) 4009-0276 | E-mail: [email protected] | www.profarma.com.br/ir