MINUTES OF MEETING OF THE BOARD OF DIRECTORS
Sep 03, 2012
OTC Disclosure News Service
Sao Paulo, Brazil –
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NationalDirectory of Legal Entities [CNPJ/MF] nº 89.463.822/0001-12
Corporate RegistryIdentification Number [NIRE] 43.3.0002853-4
Public Company of Authorized Capital – Novo Mercado
MINUTES OF MEETING OF THE BOARD OF DIRECTORS – 019/2012
1. DATE, TIMEAND PLACE: Held on September 3rd, 2012, at 8 a.m., atthe registered office of the Company, in the City of Caxias do Sul, State ofRio Grande do Sul, at Rua Dalton Lahn dos Reis, nº 201, Distrito Industrial.
2. NOTICE AND ATTENDANCE: Themembers of the Board of Directors were duly notified, according to theprovisions set forth in the article 22 of the Company’s Bylaws. The majority ofmembers of the Board of Directors attended.
3. BOARD: Chairman: RonaldoIabrudi dos Santos Pereira; Secretary: Thiago Piovesan.
4. AGENDA ANDRESOLUTIONS: After discussion of the Agenda, which was known byall, the Board of Directors stated unanimous, to:
(a) to elect, to comprise the Company’s Board of Officersfor the remaining term of office, that is, until May 28, 2013, or until theinvestiture of new elected members to the term of2012-2013, as Investor Relations Officer and Chief Financial Officer,Mr. Ricardo Ramos da Silva Mollo,Brazilian citizen, business manager, married, bearer of the Identification CardRG no. 12892951-0 (issued by SSP/SP), registered with CPF/MF under no. 147915168-85,resident and domiciled in the City of São Paulo, State of São Paulo, at RuaTucuna, no. 662, apto. 202, Bairro Perdizes, CEP 05021-010;
(b) in view of this election, Mr. Alexandre José Guerra de Castro Monteiro,Brazilian, married, engineer, with professional offices in São Paulo (SP), at Av.Maria Coelho Aguiar, n.º 215, 5º floor, CEP 05.804-900, bearer of theidentification card RG no. 3.704.570-5, and enrolled with the IndividualTaxpayer Registry (CPF/MF) under no. 957.122.247-0, who accumulated thepositions of Chief Executive Officer and Investor Relations Officer, will actfrom now on only as Chief Executive Officer for the remainingterm of office, that is, until May 28, 2013, or until the investiture of newelected members to the term of 2012-2013.
Considering the resolutions above, theBoard of Offices shall be comprised by the following members: (1) Mr. AlexandreJ. Guerra de Castro Monteiro, exercising the title of Chief Executive Officer;(2) Mr. Ricardo Ramos da Silva Mollo, exercising the title of InvestorRelations Officer and Chief Financial Officer; (3) Mr. Thiago Piovesan; and, (4)Mr. João Feliciano Lopes Raful; and the two last mentioned persons shallexercise the title of Officer without specific designation.
The elected officer represented, under thepenalties of law, that he is not hindered to exercise the management of theCompany by special law or in virtue of criminal conviction, for being under theeffects thereof, penalty that hinders, even temporarily, the access to publictitles; of any bankruptcy, misrepresentation, bribery or subornation,concussion, peculation crime or crime against the popular economics, theBrazilian financial system, rules of competition defense, the consumptionrelations, public faith or property, as well as he executed the statement setforth in the article 147, paragraph 4 of the Corporation Law and CVMInstruction no. 367, dated May 29, 2002.
Pursuant to the terms of the CorporationsAct and the Company’s Bylaws, the investiture of Mr. Ricardo Ramos daSilva Molloas Investor Relations and Chief Financial Officer is further conditioned to (i)the execution of a consent statement of the administrative officers referred toin the New Market Listing Regulation of BMFBOVESPA, and (ii) the signatureof the investiture document in the proper book.
5. CLOSURE: Considering therewas nothing further to be discussed, the Meeting was closed, and these Minuteswere drawn up, which, after being read and deemed correct, were signed by all. Caxias do Sul, State of Rio Grande do Sul, September3rd, 2012. Ronaldo Iabrudi dos Santos Pereira, Chairman; ThiagoPiovesan, Secretary. Attending Board Members: Ronaldo Iabrudi dosSantos Pereira, Caio Marcelo de Medeiros Melo, Wilson Santarosa, Celso FernandoLuchesi, José Coutinho Barbosa, Osvaldo Burgos Schirmer, Carlos Fernando Costa,Antonio Carlos Augusto Ribeiro Bonchristiano and Nestor Perini.
Thisdocument constitutes faithful copy of the minutes recorded in the proper book.
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