Minutes of the meeting of the board of directors 015/2012
May 31, 2012
OTC Disclosure News Service
Sao Paulo, Brazil –
Brazilian National Directory for Legal Entities of the Brazilian Federal Treasury Department (“CNPJ/MF”) no 89.463.822/0001-12
Number of Registration with the Company Record (“NIRE”) 43.3.0002853-4
Authorized Corporation – Novo Mercado
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS 015/2012
1. DATE, TIME, AND PLACE: Held on May 28, 2012, at 3 p.m., at the Company’s headquarters, in the City of Caxias do Sul, State of Rio Grande do Sul, Brazil, at Dalton Lahn dos Reis Street, no 201, Industrial District.
2. CONVENING 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 the Bylaws Company were duly observed, the Meeting was initiated.
3. BOARD: Chairman: Ronaldo Iabrudi dos Santos Pereira; Secretary: Thiago Piovesan.
4. AGENDA AND DECISIONS: After the matters contained in the Agenda were discussed, the Board of Directors decided, by unanimity of votes and without any restrictions:
(a) To approve the alienation of “Lupatech S.A. – Metalúrgica Ipê”, one of the units of the Company, located at Jacareí (SP), to Duratex S.A., for fourty five million Brazilian reais (R$ 45,000,000.00), which conclusion shall be subjected to the provisions set forth in the Binding Proposal received
(b) To authorize the executive officers of the Company to take all measures necessary to alienate the unity located at Jacareí (SP), named “Lupatech S.A. – Metalúrgica Ipê”, and to ratify all acts previously carried out by the executive officers regarding the matters hereby approved
5. CLOSING: Considering there was nothing further to be discussed, the Meeting was closed, and these Minutes were recorded, which, after being read and deemed correct, were signed by all attendees. Caxias do Sul (RS), May 28, 2012. Ronaldo Iabrudi dos Santos Pereira, Chairman. Thiago Piovesan, Secretary. Attending Directors: Ronaldo Iabrudi dos Santos Pereira, Marcelo Marcolino (substitute Board Member), Osvaldo Burgos Schirmer, Wilson Santarosa, Carlos Fernando Costa, Celso Fernando Lucchesi, Antonio Carlos Augusto Ribeiro Bonchristiano, and, Nestor Perini.
This document constitutes faithful copy of the minutes recorded in proper book.
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