MARISA LOJAS S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 61.189.288/0001-89
Company Registry (NIRE): 35.300.374.801
Minutes of the Board of Directors’ Meeting
Held on January 18, 2011
Date, Time And Venue: January 18, 2011, at 12:00 p.m., at the Company’s headquarters located at
Rua James Holland, no. 422/432, Barra Funda, CEP 01138-901, in the city and state of São Paulo. Call
Notice and Attendance: The notice was waived due to the presence of all members of the Board of
Directors via conference call. Presiding Board: Chairman: Marcio Luiz Goldfarb; Secretary: Claudio
Escribano. Agenda: Approval of the Board of Executive Officers’ proposal submitted to the Board of
Directors for the constitution of two (2) limited liability companies to be directly controlled by the
Company. Resolutions: After discussing the matters on the agenda, the Board of Directors’ members
approved, unanimously and without restrictions, the constitution of two (2) limited liability companies to
be directly controlled by the Company, pursuant to Article 19, XXIV of the Company’s Bylaws, with the
following characteristics: (A) first: (1) corporate name: “Registrada – Marcas, Patentes e Royalties
Ltda.”, (2) headquarters: state of São Paulo, (3) initial capital stock: up to one hundred thousand reais
(R$100,000.00), and
(4) corporate purpose: (i) the management of intangible, non-financial assets,
including the management of trademarks; the purchase and sale, use and licensing for use of trademarks
and patents; the reception of royalties; and the licensing of process and product trademarks and patents
for reproduction and use; (ii) the retail trading of clothing and accessories; bed, bath, table and kitchen
linen; purses; umbrellas; suitcases; travel items; perfumery; costume jewelry; watches; footwear;
souvenirs; gifts and decorative items; tableware and kitchenware; beauty products; and cell phones and
accessories; and (iii) the provision of correspondent bank services; and (B) second: (1) corporate name:
“Studio Comércio Varejista do Vestuário Ltda.”, (2) headquarters: state of São Paulo, (3) initial capital
stock: up to five hundred thousand reais (R$500,000.00), and (4) corporate purpose: (i) the wholesale
trading of women’s, men’s and children’s clothing and accessories; bed, bath and table linen; textiles;
purses; shoes and accessories; travel items; perfumery; sewing materials; costume jewelry, eyeglasses;
souvenirs; stationery; toys; plastic items; photography and cinematographic materials; CDs and DVDs;
telephone handsets; cell phones; books and magazines; gifts and decorative items; home appliances;
kitchenware and tableware; (ii) the import and export of these goods; and (iii) the holding of interests in
other companies as a partner or shareholder. The Board of Directors’ members analyzed and approved
the minutes of the respective articles of organization, which were initialed by the presiding board and
filed at the Company’s headquarters. The Board of Executive Officers is authorized to execute all the
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necessary acts for the constitution of the above-mentioned companies. Closure and Drawing up of
the Minutes: After resolving the matters on the Agenda, the meeting was adjourned and these minutes
were drawn up in summary format, read, approved, found to be in compliance, signed by all those
present and filed in the Company’s records. Signatures: Presiding Board: Marcio Luiz Goldfarb –
Chairman; Cláudio Escribano – Secretary; Members of the Board of Directors: Marcio Luiz Goldfarb,
Cassio Casseb Lima, Décio Goldfarb, Denise Goldfarb Terpins and José Carlos Reis de Magalhães Neto.
This is a free translation of the original document drawn up in the Company’s records.
São Paulo, January 18, 2011
Presiding Board:
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Marcio Luiz Goldfarb
Cláudio Escribano
Chairman
Secretary