Lupatech S.A. (LUPAY: OTC Link) | Minutes of the Board of Directors’ Meeting 014/2012


Minutes of the Board of Directors’ Meeting 014/2012

May 28, 2012

OTC Disclosure News Service

Sao Paulo, Brazil –


CNPJ/MF No. 89.463.822/0001-12

                                                    NIRE 43.3.0002853-4


Minutes of the Board of Directors’ Meeting 014/2012


1.         DATE, TIME AND PLACE: Held on May 28, 2012 , at 6:00 p.m., at the Company headquarters , in the City of Caxias do Sul, State of Rio Grande do Sul  (RS), at Dalton Lahn dos Reis Street,  n º 201, Industrial District.


2.         CALL AND ATTENDANCE: The members of the Board of Directors were duly notified, according to the provisions set forth in the Article 22 of the Company´s Bylaws. The totality of the members of the Board of Directors attended  and, considering that the provisions set in the Article 22, paragraph 3 of Company’s Bylaws were duly observed, the Meeting was initiated.


3.         PRESIDING COMMITTEE: Chairman: Ronaldo Iabrudi dos Santos Pereira; Secretary: Thiago Piovesan.


4.         AGENDA AND RESOLUTION:  Upon discussioning the agenda, which was previously known by all, the Board of Directors decided, by unanimous vote to elect as members of the Board of Executive Officers, for a one (1) year term of office, to be extended up to the installation of new members elected, Messrs.: as Chief Executive Officer and Investor Relations Officer, ALEXANDRE JOSÉ GUERRA DE CASTRO MONTEIRO, Brazilian, married, engineer, with professional offices in São Paulo (SP), at Rua Pequetita, n.º 145, 4º andar, bairro Vila Olímpia, CEP 04.552-060, bearer of the identification card RG no. 3.704.570-5, and enrolled with the Individual Taxpayer Registry (CPF/MF) under no. 957.122.247-0; and as Officers without specific designation, JOÃO FELICIANO LOPES RAFUL, Brazilian citizen, Psychologist, married, bearer of the Identification Card RG no. 177832599, registered with CPF/MF under no. 086.037.498-09, resident and domiciled in the City of Mogi das Cruzes, State of São Paulo, at Praça Francisca Campo de Melo Freire, no. 1, apto. 32, Parque Monte Líbano, CEP 08780-310; and, THIAGO PIOVESAN, Brazilian citizen, accountant, married, bearer of Identification Card No. 1060175153, and enrolled with the Brazilian Treasury Department as an Individual Taxpayer (“CPF/MF”) under n°. 710081790/00, resident and domiciled in Caxias do Sul, State of Rio Grande do Sul, at Rua Simões Lope Netto, n° 522, apt.804, Lourdes, ZIP Code 95054-400.  The executive officers just elected, being present at the meeting, declared under the penalties of law that they are not prevented from exercising the company administration, by especial law or on account of criminal conviction or for being under the effects thereof, to a penalty that prohibits, even if temporarily, the access to public positions; or for crime of bankruptcy, betrayal of trust, bribe or graft, concussion, embezzlement, or against people’s savings, against the Brazilian financial system, against the norms for defense of competition, against consumption relationships, public faith or property and, further, they execute the declaration set forth in article 147, §4 of Law No. 6,404, of December 15, 1976, as amended, and in Instruction CVM No. 367, of May 29, 2002.


5.         CLOSING: As there were no further subjects to be discussed, the meeting was closed, and minutes were drawn up thereon, which, upon being read and deemed conformed, were signed by all participants. Caxias do Sul (RS), May 28, 2012. Ronaldo Iabrudi dos Santos Pereira, Chairman; Thiago Piovesan, Secretary; Attending Directors: Ronaldo Iabrudi dos Santos Pereira, Caio Marcelo de Medeiros Melo, Osvaldo Burgos Schirmer, Wilson Santarosa, Carlos Fernando Costa, Celso Fernando Lucchesi, Antonio Carlos Augusto Ribeiro Bonchristiano, José Coutinho Barbosa, and, Nestor Perini.




I do hereby declare that these minutes are a true copy of the minutes drawn up in proper book.


Thiago Piovesan



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