GLOBEX UTILIDADES S.A.
PUBLICLY-HELD COMPANY
Corporate Taxpayer’s ID (CNPJ/MF) 33.041.260/0652-90
Company Registry (NIRE) 33.300.141.073
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON FEBRUARY 23, 2011
1.
DATE, TIME and VENUE: At 9 a.m. on February 23, 2011, on an exceptional basis, at
Rua João Pessoa, - 3 andar, in the city of São Caetano, state of São Paulo.
2.
PRESIDING: Chairman: Michael Klein; Secretaries: Renata Catelan P. Rodrigues and
Marcio Del Fiore.
3.
CALL NOTICE AND ATTENDANCE: Call notice sent in accordance with Article 16 of the
Company’s Bylaws. All members attended the meeting.
4.
AGENDA: (i) To analyze, discuss and approve the Financial Statements for the year
ended in 2010, together with the Management Report and the Report of Independent Auditors.
(ii) To analyze and approve the Management's Proposal for the allocation of 2010 net income;
(iii) To approve the Investment Plan; and (iv) To approve the Management’s Proposal to change
the address of the Company’s headquarters.
5.
RESOLUTIONS: After the meeting was installed, the board members examined the items
of the Agenda and resolved, by majority of vote:
5.1 To approve, without restrictions, the Financial Statements and Management Report for the
fiscal year ended in 2010, considering the Report of Independent Auditors and the favorable
opinion of the Fiscal Council. The Board members also approved to submit the Financial
Statements and Management Report, together with the Report of Independent Auditors and of
the Fiscal Council to the Annual Shareholders’ Meeting.
5.2 To approve the Management’s Proposal for the allocation of the 2010 net income, as per
attachments hereto, which shall be submitted to the approval by the shareholders at the Annual
Shareholders’ Meeting. It is important to point out that the Company did not record profits and,
therefore, no amount will be allocated.
5.3 To approve the Investment Plan, as per attachments hereto, to be submitted to the
shareholders at the Annual Shareholders’ Meeting.
5.4 To approve the Management’s Proposal for the amendment to Article 3 of the Bylaws, in
order to change the address of the Company’s headquarters, from the city and state of Rio de
Janeiro, to the city of São Caetano do Sul, state of São Paulo, at Rua João Pessoa, 83, Centro,
as per attachments hereto. The aforementioned proposal shall be submitted to the approval of
the shareholders at the General Meeting.
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APPROVAL AND SIGNATURES: There being no further matters to discuss, the meeting was
adjourned for the drawing up of these minutes. After the re-installment of the meeting, the
minutes were read, approved and signed by all those present. Signatures: Presiding: Michael
Klein, Chairman – Renata Catelan P. Rodrigues and Marcio de Fiore, Secretaries; Board
members: Michael Klein, Maria Silvia Bastos Marques, Pedro Sampaio Malan, Gustavo H. B.
Franco, José Luiz Majolo, Alexandre Bertoldi, Abilio dos Santos Diniz, Enéas César Pestana
Neto and Antonio Ramatis Fernandes Rodrigues. This is a free translation of the minutes drawn
up in the Company’s records.
São Caetano, February 23, 2011
Renata Catelan P. Rodrigues and Marcio Del Fiore.
Secretaries
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