FLEURY S.A.
Public Company
NIRE 35.300.197.534
CNPJ/MF nº 60.840.055/0001-31
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON JUNE 29, 2010
1.
Date, time and place: Held on June 29, 2010 at 08:30 a.m., at the Company’s
headquarters located at Av. General Valdomiro de Lima, 508, Jabaquara.in the city of São
Paulo, in the state of São Paulo.
2.
Attendance: Most members of the Company’s Board of Directors: (1) Mr. Aparecido
B. Pereira; (2) Mr. Ewaldo M. K. Russo; (3) Mr. Márcio Serôa de Araújo Coriolano; (4) Mr.
José Paschoal Rossetti; (5) Mr. José Gilberto H. Vieira; (6) Mr. Luiz Carlos Vaini; and (7) Mr.
Marcelo P.M. Araújo.
3.
Chair: The meeting was chaired by Mr. Aparecido Bernardo Pereira. Mr. Ewaldo M.
K. Russo was the secretary.
Order of the Day: to deliberate on:
4.
(i)
5.
Proposal for modifying letter “p” of article 18, of the Bylaws of the Company for
forwarding to the Shareholders’ General Meeting.
Resolutions: the Company Board of Directors resolved the following:
(i)
Approve, under the letter “w” of the article 18 of the Bylaws of the Company, the
proposal for modifying the letter “p” of article 18 of the Bylaws of the Company, for
the following text, after the resolution in the Annual General Meeting:
“Article 18 – It competes primarily to the Board of Directors, besides the subjects listed in the
article 142 of the Corporate Law, the following subjects: (…)
(p) resolute about acquisition, sale and pledge of shares and real state of the permanent
assets, as well as the constitution of real onus, whose individual value exceeds 1% (one
percent) of the audited shareholder’s equity of the previous fiscal year. For operations whose
value represents less than 1% (one percent) of the audited shareholder’s equity, the approval
will compete to two Directors acting together, except if an inferior limit is established by the
Board of Directors.”
This proposal for modification of the letter “p” of article 18 of the Bylaws will be forwarded to
resolution in the General Meeting of the Company’s shareholders, which will be established
timely.
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6.
Closing: With no further matters on the agenda, this meeting was closed. These
minutes were draft, having been read and approved, and signed by all. AA. Board of
Directors: (1) Aparecido B. Pereira; (2) Ewaldo M. K. Russo; (3) Márcio Serôa de Araújo
Coriolano; (4) José Paschoal Rossetti; (5) José Gilberto H. Vieira; (6) Luiz Carlos Vaini; e (7)
Marcelo P.M. Araújo.
As per the original, drawn up in the official book
São Paulo, June 29, 2010.
________________________________
Sr. Aparecido Bernardo Pereira
Chairman
____________________________
Sr. Ewaldo Mário Kuhlmann Russo
Secretary
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