MARISA LOJAS S.A.
Company Registry (NIRE) 35.300.374.801
Corporate Taxpayer’s ID (CNPJ/MF): 61.189.288/0001-89
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON APRIL 19, 2011
Date, Time and Venue: April 19, 2011, at 9:00 a.m., at the Company’s headquarters located
at Rua James Holland, n° 422/432, Barra Funda, CEP 01138-000, in the city and state of São
Paulo.
Call Notice and Publications: The call notice was published in the Diário Oficial do Estado de
São Paulo on April 1, 2 and 5, 2011, and in the newspaper Valor Econômico on April 1, 4 and 5,
2011. The Financial Statements, Management Report and Independent Auditors' Report were
published in the Diário Oficial do Estado de São Paulo and in the newspaper Valor Econômico on
February 15, 2011. The documents required by CVM Instruction 481/2009 were also disclosed to
the market.
Attendance: Shareholders representing eighty-two point four five percent (82.45%) of the
Company’s capital stock, as per the signatures in the shareholders’ attendance book. Also
present were members of Management and the representative of Deloitte Touche Tohmatsu
Auditores Independentes, the Company’s external auditors.
Presiding Chairman: Marcio Luiz Goldfarb; and Secretary: Cláudio Escribano.
Agenda: (i) to acknowledge Management’s accounts, and examine, discuss and vote on the
Company’s financial statements for the fiscal year ended December 31, 2010; (ii) to resolve on
Management’s proposal for the allocation of annual net income and the distribution of dividends;
(iii) to elect the members of the Company’s Board of Directors; and (iv) to establish the limit of
the overall compensation of the Board of Directors and Board of Executive Officers for fiscal year
2011.
Resolutions: After examining the items on the agenda, the following resolutions were taken:
(i) Management’s accounts for the fiscal year ended December 31, 2010, duly accompanied by
the Management Report and the Independent Auditors’ Report, were examined, discussed and
unanimously approved, without reservations; (ii) Management’s proposal for the allocation of
annual net income of two hundred and eight million, six hundred and seventy-one thousand,
one hundred and nineteen reais and seventy-nine centavos (R$208,671,119.79), contained in
the Company’s financial statements and the document disclosed in accordance with CVM
Instruction 481/2009, discussed and approved by the Board of Directors, was unanimously
approved, without reservations, said income to be allocated as follows: (a) ten million, four
hundred and thirty-three thousand, five hundred and fifty-five reais and ninety-nine centavos
(R$10,433,555.99) to the constitution of the legal reserve; (b) fifty-five million, two hundred and
eighty-one thousand and fifteen reais and eighty-seven centavos (R$55,281,015.87), equivalent
to 26.49% of net income, for distribution to shareholders as follows: (1) thirteen million, thirtythree thousand, nine hundred and ninety-two reais and forty-six centavos (R$13,033,992.46) as
dividends, and (2) forty-two million, two hundred and forty-seven thousand and twenty-three
reais and forty-one centavos (R$42,247,023.41) as interest on equity, whose payment was
approved by the Board of Directors’ Meetings of August 3, 2010, November 26, 2010, and
December 10, 2010, and is hereby ratified; and (c) the retention of one hundred and forty-two
million, nine hundred and fifty-six thousand, five hundred and forty-seven reais and ninety-three
centavos (R$142,956,547.93) for the constitution of retained earnings, in accordance with
Management’s capital budget proposal. The dividends declared herein, pursuant to item (b)(1)
above will be paid as of April 20, 2011 and shares will be traded ex-dividends as of the same
date, inclusive. The procedures related to the payment of dividends will be disclosed by the
Company through a Notice to Shareholders; (iii) After the corresponding curricula were
submitted to the attendees, the following members were elected to the Board of Directors for a
unified mandate of one (1) year, which will be extended until the Company’s 2012 Annual
Shareholders’ Meeting, with the possibility of re-election: (a) Marcio Luiz Goldfarb, Brazilian,
married, businessman, bearer of identity document (RG) no. 5.614.574-3 SSP-SP, inscribed in
the roll of individual taxpayers (CPF/MF) under no. 537.262.198-20, resident and domiciled in
the city and state of São Paulo, with offices at Rua dos Pinheiros, nº 870, conjunto 203, sala 02,
as Chairman of the Board of Directors; and (b) Décio Goldfarb, Brazilian, married,
businessman, bearer of identity document (RG) no. 8.377.286-8 SSP-SP, inscribed in the roll of
individual taxpayers (CPF/MF) under no. 861.657.988-53, resident and domiciled in the city and
state of São Paulo, with offices at Rua dos Pinheiros, nº 870, conjunto 203, sala 02; (c) Denise
Goldfarb Terpins, Brazilian, married, businesswoman, bearer of identity document (RG) no.
4.678.111 SSP-SP, inscribed in the roll of individual taxpayers (CPF/MF) under no. 304.140.67800, resident and domiciled in the city and state of São Paulo, with offices at Rua Joaquim
Floriano, nº 72, conjunto 113, Itaim Bibi; (d) Cassio Casseb Lima, Brazilian, married,
engineer, bearer of identity document (RG) no. 7.666.225 SSP-SP, inscribed in the roll of
individual taxpayers (CPF/MF) under no. 008.377.188-30, resident and domiciled in the city and
state of São Paulo, with offices at Rua dos Pinheiros, nº 870, 2º andar, conjunto 201/202; and
(e) José Carlos Reis de Magalhães Neto, Brazilian, married, business administrator, bearer
of identity document (RG) no. 22.390.173-8 SSP-SP, inscribed in the roll of individual taxpayers
(CPF/MF) under no. 286.951.128-02, resident and domiciled in the city and state of São Paulo,
with offices at Avenida Brigadeiro Faria Lima, nº 3144, conjunto 52, as members of the Board of
Directors, José Carlos Reis de Magalhães Neto being elected in accordance with Article 141,
paragraph 4, of Law 6404/1976. Cassio Casseb Lima is an independent member, as defined in
the listing regulations of the Novo Mercado trading segment of the Securities, Commodities and
Futures Exchange (BM&FBOVESPA S.A.), the minimum percentage required by said regulations
being duly complied with. The elected members hereby declare that they are not subject to any
legal constraint preventing them from exercising their duties as members of the Company’s
Board of Directors. The elected members shall have up to 30 (thirty) days as of the present date
to execute the instruments of investiture drawn up in the Board of Directors' Book of Minutes;
and (iv) Those present unanimously approved, without reservations, the overall annual
compensation of the Board of Directors and Board of Executive Officers for fiscal year 2011,
fixing said compensation at up to seven million, five hundred thousand reais (R$7,500,000.00).
Closure: There being no further business to discuss, the floor was offered and declined and the
meeting was adjourned for the time necessary to draw up these minutes, which were read,
found to be in compliance, approved and signed by all those present. The drawing up of these
minutes in summary format was authorized, pursuant to Article 130, paragraph 1, of Law
6404/76.
Signatures: Presiding: Marcio Luiz Goldfarb – Chairman; and Claudio Escribano – Secretary.
Shareholders present: FANY RACHEL GOLDFARB, FLAVIA GOLDFARB PAPA, MARCELO GOLDFARB, JACK
LEON TERPINS, MARCIA DA RIVA GARCIA GOLDFARB, MICHEL TERPINS, RODRIGO TERPINS, ROBERTA
GOLDFARB PHILIPPSEN, TICIANA TERPINS STROZENBERG, DENISE GOLDFARB TERPINS and DECIO
GOLDFARB (all those above represented by Fernanda de Proft Cardoso); MARCIO LUIZ GOLDFARB; FLIN
PARTICIPAÇÕES S/A (represented by Marcio Luiz Goldfarb); BLACKROCK STRATEGIC FUND - BLACKROCK
LATIN AMERICAN OPPORTUNITIES FUND, BRITISH AIRWAYS PENSION TRUSTEES LTD-MAIN A/C, BRITISH
AIRWAYS PENSION TRUSTEES LTD. (MPF A/C), FIDELITY ADVISOR SERIES I: DIVIDEND GROWTH FUND ,
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR MID CAP II FUND, FIDELITY ADVISOR SERIES III: FIDELITY
ADVISOR OVERSEAS FUND, FIDELITY CONTRAFUND, FIDELITY CONTRAFUND: FIDELITY ADVISOR NEW
INSIGHTS FUND, FIDELITY DESTINY PORTFOLIOS: FIDELITY ADVISOR CAPITAL DEVELOPMENT FUND,
FIDELITY LOW PRICED STOCK FUND, FIDELITY SECURITIES FUND: FIDELITY DIVIDEND GROWTH FUND,
FIDELITY SECURITIES FUND: FIDELITY SMALL CAP GROWTH FUND, FIDELITY SELECT PORTFOLIOS:
CONSUMER DISCRETIONARY, FIDELITY SELECT PORTFOLIOS: RETAILING PORTFOLIO, FIDELITY SUMMER
STREET TRUST: FIDELITY EXPORT&MULTINATIONAL FUND, GLOBAL X BRAZIL CONSUMER ETF, ING FMR
DIVERSIFIED MIDCAP PORTFOLIO, LONDON BOROUGH NEWHAM, NEWTON 50-50 GLOBAL EQUITY
FUND, NEWTON INVESTMENT MANAGEMENT NOMINEES LIMITED, ONTARIO TEACHERS PENSION PLAN
BOARD, STATE STREET EMERGING MARKETS, THE BRAZIL VALUE AND GROWTH FUND, THE EMM
UMBRELLA FUNDS, VARIABLE INSURANCE PRODUCT FUND III: MID CAP PORTFOLIO, WASATCH
EMERGING MARKETS SMALL CAP FUND, WASATCH INTERNATIONAL GROWTH FUND, WORKERS
COMPENSATION BOARD OF MANITOBA, FIDELITY ADVISOR SERIES VII: FIDELITY ADVISOR CONSUMER
DISCRETIONARY FUND, FIDELITY CENTRAL INV PORT LLC: FIDELITY CONSUMER DISCRE CENTRAL FUND,
JPMORGAN BRAZIL INVESTMENT TRUST PLC, VARIABLE INSURANCE PRODUCTS FUND III: BALANCED
PORTFOLIO, VARIABLE INS PRODUC FUND IV: CONSUMER DISCRETIONARY PORTFOLIO and VARIABLE
INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO (all those above pp. Anali Penteado Buratin);
GUEPARDO ACOES INSTITUCIONAL FUNDO DE INVESTIMENTO EM ACOES, CLUBE DE INVESTIMENTO
GUEPARDO, GUEPARDO MASTER FUND LLC, 'BRASIL FIM – INVESTIDOR QUALIFICADO II and GUEPARDO
MASTER FUNDO DE INVESTIMENTO EM AÇÕES (all represented by Sergio Lisa de Figueiredo).
This is a free translation of the original minutes filed in the Company's records.
São Paulo, April 19, 2011
__________________________________
Cláudio Escribano
Secretary