FLEURY S.A.
Public Company
CNPJ nº 60.840.055/0001-31 - NIRE nº 35.300.197.534
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON SEPTEMBER 13 2011
1.
Date, time and place: Held at 08:30 a.m. on September 13th 2011, at the headquarters
of Fleury SA (“Company”) located at General Valdomiro de Lima Av., 508, Jabaquara, in the
city of São Paulo, in the state of São Paulo.
2.
Summons: members of the Company’s Board of Directors were summoned, according
to the first paragraph of Article 15 of the Bylaws through electronic mail.
3.
Attendance: the majority of the members of the Company’s Board of Directors: (1)
Mauro S. Figueiredo, (2) Ewaldo M. K. Russo, (3) José Gilberto H. Vieira, (4) Omar M.
Hauache, (5) Marcelo P.M. Araújo, (6) Luiz Carlos Vaini, (7) Milton A. S. Vargas e (8) Márcio
Serôa de Araújo Coriolano. Ausente justificadamente o Sr. José Paschoal Rossetti.
4.
Chair: the meeting was chaired by Mr. Mauro Figueiredo and Mr. Jose Gilberto H.
Vieira was the secretary.
5.
Resolutions: members of the board [by unanimous vote and without any reservations
or restrictions], resolved the following:
(a)
to ratify, ad referedum of the General Meeting of the Company pursuant to article 256
of Law 6.404, 1976, as emended (“Corporate Law”), the acquisition by the Company of 50%
(fifty percent) of voting and total capital of the Labs Cardiolab Exames Complementares S.A, a
corporation organized under the laws of Federative Republic of Brazil, registered in the CNPJ /
MF (Brazilian Register of Corporate Taxpayers) 27.001.049/0001-15, headquartered at
Almirante Baltazar St., 383/435, São Cristovão, CEP 20941-150, in city and State of Rio de
Janeiro ("Cardiolab") in accordance with the provisions of the Investment Agreement, signed
on July 13, 2011, by the Company, Integritas Participações SA, Delta FM&B Fundo de
Investimento em Participações, Alice Junqueira Moll, Jorge Neval Moll Filho; BTG Equity
Investments LLC e Cardiolab;
(b)
to ratify, ad referedum of the General Meeting of the Company, the appointment of the
specialized company Planconsult Planejamento e Consultoria Ltda. (“Planconsult”) by the
management of the Company and Cardiolab, to conduct an assessment of the Cardiolab shares,
based on their respective economic value, for the purposes of (i) Article 256 of the
Corporations Law, and (ii) the capital increase resulting from the Merger of Shares (as defined
below). Planconsult Planejamento e Consultoria Ltda., is a limited company headquartered at
Nações Unidas Av, nº 13.797, Block II, 17th floor, in the city and state of São Paulo, CEP
04794-000, registered in the CNPJ (Brazilian Register of Corporate Taxpayers)
51.163.798/0001-23.
(c)
to approve, ad referedum of the General Meeting of the Company, the appraisal report
prepared by Planconsult Planejamento e Consultoria Ltda. concerning the valuation of
Cardiolab shares for the purposes of (i) Article 256 of the Corporations Law, and (ii) the capital
increase resulting from the Merger of Shares ("Appraisal Report"). This report integrates these
minutes as Annex I;
(d)
to approve, ad referedum of the General Meeting of the Company, (i) the minute of the
Protocol and Justification of the merger that will be signed on this date between the
managements of the Company and Cardiolab (“Protocol”), which establishes the terms and
conditions of the Merger of Shares (as defined below), the reasons of the operation, the
Cardiolab shares evaluation criteria, and others agreed by the management of the Company and
Cardiolab. This Protocol integrates these minutes as Annex II; and (ii) the proposed exchange
ratio of 0.097018388 shares of the Company for each share of Cardiolab. The counselors also
took notice and considered for its decision the opinion of Morgan Stanley, a financial
institution headquartered at Brigadeiro Faria Lima Av, No. 3600, 6th and 7th floors, part, in the
city of São Paulo, São Paulo, CEP 04538-132, registered in the CNPJ (Brazilian Register of
Corporate Taxpayers) 02.801.938/0001-36, reflected in the fairness opinion dated September
13, 2011, which is filed at the Company’s headquarters;
(e)
to approve, ad referendum of the General Meeting of the Company, the merger of
Cardiolab shares by the Company (“Merger of Shares”), through the Cardiolab’s conversion in
a subsidiary of the Company and the resulting increase in the Capital of the Company of R$
546,065,878 (five hundred forty-six million, sixty-five thousand eight hundred and seventyeight reais) and the resulting issuance of 24,905,369 (twenty-four million, nine hundred and
five thousand, three hundred and sixty-nine) shares to be issued to Cardiolab’s shareholders
that own shares that will be incorporated (other than the Company). Thus, the caput of Article 5
of the Company’s Bylaw takes effect with the text transcribed below:
“Article 5 – The Company's subscribed and paid up capital is R$ 1,400,908,038.00 (one
billion, four hundred million, nine hundred and eight thousand and thirty eight reais),
divided into 156,203,919 (one hundred fifty-six million, two hundred and three thousand,
nine hundred and nineteen) common, registered, bookentry, no par value shares.”
(f)
to approve, ad referendum of the General Meeting of the Company, the increase in the
number of members who will compose the Board of Directors, for a maximum of ten (10)
regular members and a maximum of seven (7) alternate members. The caput of Article 13 of its
Bylaws takes effect with the text transcribed below;
“Article 13 – The Board of Directors shall be comprised of ten (09) sitting directors, who
shall be natural persons, residing in Brazil or abroad, elected and removable at any time
by the Shareholders. The board members shall all be shareholders of the Company, and
at least twenty percent (20%) of seats on the board shall be occupied by Independent
Directors, as defined below; and (ii) up to seven (07) alternate directors, who shall be
natural persons, elected and removable at any time by the Shareholders. The alternate
directors shall substitute for the sitting members expressly appointed by the Shareholders
in cases of absence or occasional impediment.”
(g)
to approve, ad referendum of the General Meeting of the Company, the reform and
consolidation of the Company's Bylaws, as a result of resolutions approved herein, performing
the required renumbering. The Company’s Bylaws shall become effective with the wording of
Annex III to the minutes referred to this meeting.
Considering the approval of the terms and conditions of the Protocol resolved herein, and other
matters referred above, the members of the Board expressed itself in favor of the Merger of
Shares, authorized the signing of the Protocol, the convening of an Extraordinary General
Meeting to deliberate on (i) the analyzed operation, the respective documents, and the other
proposals described herein, and (ii) the election of 2 (two) members and one alternate member
of the Board of Directors of the Company and the election of Chairman and Vice Chairman.
6.
Closing: With no further matters on the agenda and the absence of any other
expression, this meeting was closed. These minutes were draft, having been read and approved,
and signed by all. Board members: Mauro S. Figueiredo, Ewaldo M. K. Russo, José Gilberto H.
Vieira, Omar M. Hauache, Marcelo P.M. Araújo, Luiz Carlos Vaini, Milton A. S. Vargas e
Márcio S. de A. Coriolano.
As per the original, drawn up in the official book.
São Paulo, July 13th, 2011.
____________________________
José Gilberto H. Vieira
Secretário