LUPATECH S.A.
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
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br
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.
Thiago Piovesan
Secretary
Lupatech S.A.
R. Dalton Lahn dos Reis, 201 - Distrito Industrial
Caxias do Sul - RS - CEP 95112-090
Fone 55 54 2992.7000 - Fax 55 54 2992.7601
www.lupatech.com.br