JULIO SIMÕES LOGÍSTICA S.A.
Publicly Held Company
CORPORATE TAXPAYER’S ID (CNPJ/MF) 52.548.435/0001-79
CORPORATE REGISTRY (NIRE) 35.300.362.683
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON DECEMBER 16, 2010
Place, time and date: On December 16, 2010 at 4:00 p.m., at the headquarters of Julio
Simões Logística S.A. (“Company”), located at Avenida Angélica, 16, 2346° andar, parte B do
escritório 16, Edifício New England, Consolação, in the city and state of São Paulo, CEP 01228200.
Call Notice and Attendance: The call notice was waived, since all members of the Company’s
Board of Directors were present.
Presiding: Chairman: Mr. Fernando Antônio Simões; Secretary: Denys Marc Ferrez.
Agenda: Resolve on the Company’s acquisition of own shares, to be held in treasury and later
cancelled or sold.
Resolutions: Upon the opening of the meeting, the Chairman submitted the sole item on the
agenda for resolution. Pursuant to article 21, item XVI of the Company’s Bylaws, the Board of
Directors' unanimously approved the Company’s acquisition of up to two million (2,000,000)
common registered shares with no par value, without a reduction of its capital stock (“Stock
Buyback”). The Stock Buyback shall observe the terms and conditions stipulated in CVM Rule
10/80, as amended, and all other effective legal terms. The Stock Buyback shall be performed
using available profit balances and reserves, as defined in CVM Rule 10/80, and it is
Management’s responsibility to define the opportunity and number of shares to be effectively
acquired, keeping within the limits and term of validity stipulated herein. The terms of CVM Rule
10/80 specify that: (a) the Company’s objective in the operation is to support its stock option
plan, approved by the February 8, 2010 Extraordinary Shareholders’ Meeting, in order to
implement the plan without diluting its current shareholders; (b) accounting for the fact that the
Company possesses no treasury stock, the number of shares to be acquired is up to two million
(2,000,000) common registered shares, with no par value, within the minimum limit of 25% of
outstanding shares required by the Regulations for Listing on the Novo Mercado; (c) the
maximum term for the operation authorized herein is three hundred and sixty-five (365) days as
of today's date; (d) the number of outstanding shares issued by the Company, as defined by
CVM Rule 10/80, currently stands at fifty-one million, seven hundred thirty-seven thousand,
eight hundred and fifty-seven (51,737,857) common shares, in accordance with the records of
the share deposit account informed by the depository institution on this date; and (e) the
acquisition operations will be conducted on the stock market at market prices, through the
intermediary HSBC Corretora de Títulos e Valores Mobiliários S.A., headquartered at Avenida
Faria Lima, 3.064, 2º andar, Itaim Bibi, São Paulo - SP, CEP 01451-000. Management is hereby
authorized to take any and all necessary acts and sign any and all documents required to
execute the resolutions approved herein.
Closure: There being no further business to discuss, the meeting was brought to a close, the
minutes of which were drawn up, read, approved and signed by all present. São Paulo,
December 16, 2010. Signatures: Chairman: Fernando Antonio Simões; Secretary: Denys Marc
Ferrez. Attending Board members: Fernando Antonio Simões, Fernando Antonio Simões Filho,
Adalberto Calil, Álvaro Pereira Novis and David Barioni Neto.
This is a true copy of the original minutes.
Fernando Antonio Simões
Denys Marc Ferrez
Chairman
Secretary