Minutes of Board of Directors´ Meeting - December 19, 2012

JSL S.A.
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF) 52.548.435/0001-79
Company Registry (NIRE): 35.300.362.683
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON DECEMBER 19, 2012
Date, Time and Venue: December 19, 2012, at 3 p.m., at the headquarters of JSL S.A.
(“Company”), located at Avenida Angélica, 2346, 16º andar, conjunto 161, parte B, Edifício New
England, Consolação, CEP 01228-200, in the city and state of São Paulo.
Call Notice: The call notice was waived under the terms of Article 18, paragraph 2 of the
Company’s Bylaws, given that all members of the Company’s Board of Directors were present.
Attendance: All members of the Board of Directors, as evidenced by their signatures below.
Presiding: Chairman: Fernando Antônio Simões; Secretary: Maria Lúcia de Araújo.
Agenda: To examine, discuss and deliberate on:
(i)
approval of the proposed election of a new full member to fill the vacant position on the
Company’s Board of Directors;
(ii)
approval of the proposal to amend Article 19, paragraph 3, of the Company’s Bylaws to
transfer to the Board of Directors the authority, in the event of a vacancy, to appoint a
substitute member to the Board of Directors;
(iii)
ratification and consolidation of the Company’s Bylaws, reflecting the changes
deliberated at the Annual and Extraordinary Shareholders’ Meeting held on April 29,
2011, and the Extraordinary Shareholders’ Meetings held on December 8, 2011,
December 29, 2011 and January 9, 2012, as well as the amendment of Article 19,
paragraph 3, proposed above; and
(iv)
convocation of the Company’s Extraordinary Shareholders’ Meeting, to be held on
January 14, 2013, to deliberate on the following agenda: (a) election of a new full
member to fill the vacant position on the Company’s Board of Directors; (b) amendment
of Article 19, paragraph 3, of the Company’s Bylaws to transfer to the Board of
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Directors the authority, in the event of a vacancy, to appoint a deputy member to the
Board of Directors (c) ratification and consolidation of the Company’s Bylaws, reflecting
the changes deliberated at the Annual and Extraordinary Shareholders’ Meeting held on
April 29, 2011, and the Extraordinary Shareholders’ Meetings held on December 8,
2011, December 29, 2011 and January 9, 2012, as well as the amendment of Article
19, paragraph 3, proposed above.
Resolutions: After examining and discussing the matters on the agenda, the Board Members
present deliberated and approved by unanimous vote, without any reservations:
(i)
the proposal to elect Augusto Marques da Cruz Filho, Brazilian, married, Economist,
bearer of identification document (RG-SSP/SP) number 5761837-9, inscribed in the roll
of individual taxpayers (CPF/MF) under number 688.369.968-68, domiciled in the city
and state of São Paulo at Rua Pedroso Alvarenga, 1245 – 2o. andar, Sala 23, Itaim Bibi
– 04531-01, to fill the vacant position of full member of the Board of Directors, following
the resignation of David Barrion Neto, in order to complete the remaining term of office,
until April 29, 2013;
(ii)
the proposal to amend Article 19, paragraph 3, of the Company’s Bylaws to transfer to
the Board of Directors the authority, in the event of a vacancy, to appoint a deputy
member to the Board of Directors, which will go into effect with the following wording;
“Article 19 [...]
Paragraph 3 – In the event of vacancy of the office of any member of the Board of
Directors, the deputy shall be named, to complete the respective mandate, by the
Board of Directors. For the purposes of this paragraph, vacancy takes place upon the
removal, death, waiver, evidenced hindrance or disability.”
(iii)
the ratification and consolidation of the Company’s Bylaws, reflecting the changes
deliberated at the Annual and Extraordinary Shareholders’ Meeting held on April 29,
2011, and the Extraordinary Shareholders’ Meetings held on December 8, 2011,
December 29, 2011 and January 9, 2012, as well as the amendment of Article 19,
paragraph 3, proposed above; and
(iv)
the convocation of the Company’s Extraordinary Shareholders’ Meeting, to be held on
January 14, 2013, under the terms of item (iv) of the agenda.
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Approval and Signature of the Minutes: There being no further business to discuss, the
meeting was adjourned for the drawing up of these minutes, which were then read, found to be
in order, approved and signed by all those present. Presiding: Fernando Antonio Simões –
Chairman; Maria Lúcia de Araújo – Secretary. Board Members: Fernando Antonio Simões,
Fernando Antonio Simões Filho, Adalberto Calil e Álvaro Pereira Novis.
This is a free translation of the original minutes drawn up in the Company’s records.
São Paulo, December 19, 2012.
Presiding:
___________________________________
Fernando Antônio Simões
Chairman
___________________________________
Maria Lúcia de Araújo
Secretary
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