MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON SEPTEMBER 27, 2012
1. DATE, TIME AND PLACE: Held at 3:00 p.m. on September 27, 2012 at the Company’s head offices located at Avenida Chedid Jafet, 222, Bloco B, 5th floor, in the city of São Paulo, State of São Paulo.
2. ATTENDANCE: All the elected members of the Company’s Board of Directors were in attendance.
3. BOARD: Ms. Ana Maria Marcondes Penido Sant’Anna was chairwoman and Mr. Marcus Rodrigo de Senna acted as secretary.
4. By unanimous vote and without qualification, the Directors: (i) in compliance with the terms of subsection (v) of Section 142 of Law 6,404/76, and under subsections (v) and (x) of Section 14 of the Company By-laws, and pursuant to the resolution of this Board of Directors adopted on August 8, 2012, have analyzed and recommend that, at the forthcoming Annual Meeting of the Company Shareholders, the Financial Statements for the semester ended on June 30, 2012, reviewed by Deloitte Touche Tohmatsu Auditores Independentes, as per the Special Review Report issued on August 8, 2012, be approved by the Company Shareholders at said Annual Meeting; (ii) according to the duties stated in Article 23, Paragraph 2, items (i) and (ii) of the Company By-laws, “ad referendum” of the Annual Meeting of the Shareholders at which one approves the accounts for the fiscal year of 2012, have approved the distribution of interim dividends in the amount of R$ 953,417,088.00 (nine hundred and fifty-three million, four hundred and seventeen thousand and eighty-eight Brazilian reais, corresponding to R$ 0.54 (fifty-four cents of one Brazilian real) per common share, in that, out of such amount, R$ 500,000,000.00 (five hundred million Brazilian reais) will be distributed to the revenue account for the first semester of 2012 and R$ 453,417,088.00 (four hundred and fifty-three million, four hundred and seventeen thousand and eighty-eight Brazilian reais) , to the Retained Earnings [Reserve] balance account of December 31, 2011. The interim dividends calculated in this item (ii) shall be paid based on the shareholding structure of September 27, 2012, in that the Company shares shall be traded “ex-dividends” as of September 28, 2012. Payment of interim dividends, as resolved in item (ii) above, will be made as of October 31, 2012.
5. ADJOURNMENT: There being no further business to conduct, the meeting was adjourned, reinitiated and the minutes were read, found to be in order, approved and signed by all present. São Paulo, September 27, 2012. Ms. Ana Maria Marcondes Penido Sant’Anna, chairwoman and Mr. Marcus Rodrigo de Senna, Secretary. Members: (1) ANA MARIA MARCONDES PENIDO SANT’ANNA; (2) EDUARDO BORGES DE ANDRADE; (3) EMERSON DE ALMEIDA; (4) FRANCISCO CAPRINO NETO; (5) HENRIQUE SUTTON DE SOUSA NEVES; (6) LUIZ ALBERTO COLONNA ROSMAN; (7) MARCELO PIRES OLIVEIRA DIAS; (8) PAULO ROBERTO RECKZIEGEL GUEDES; (9) RICARDO COUTINHO DE SENA and (10) ROBERTO CARLOS DEUTSCH. I hereby certify that this is a faithful copy of the original minutes as written into its own book.
Marcus Rodrigo de Senna