Fleury S

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 DECEMBER 13, 2012
1.
Date, time and place: Held at 5:00 pm on December 13th, 2012 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: all the members of the Company’s Board of Directors: Mr. (1) José Gilberto
H. Vieira; (2) Ewaldo M. K. Russo; (3) Vivien B. G. Navarro Rosso; (4) Omar Magid Hauache;
(5) José Paschoal Rossetti; (6) Luiz Carlos Vaini; (7) Marcelo P. M. Araújo; (8) Milton Almicar S.
Vargas; (9) Márcio Serôa de Araújo Coriolano; (10) Jorge Neval Moll Filho.
3.
Chair: The meeting was chaired by Mr. José Gilberto H. Vieira and Mr. Ewaldo M. K.
Russo was the secretary.
4.
Order of the day: to resolve, under the terms of article 18, letter “m” of the Company’s
Bylaws, the incorporation of the company Clínica Luiz Felippe Mattoso Ltda.
5.
Resolutions: The Members of the Company’s Board of Directors resolved, unanimously
and unrestrictedly to:
(i)
approve and recommend to the Shareholders Meeting the approval of the merger of the
controlled company Clínica Luiz Felippe Mattoso Ltda by the Company, its controller,
under the terms of Protocol and Justification.
(ii)
approve and recommend to the Shareholders Meeting the ratification of the indicated
company PricewaterhouseCoopers Auditores Independentes, the professional society
established in the city of São Paulo, Francisco Matarazzo Av., 1400, on 9th, 10th, 13th,
14th, 15th, 16th and 17th floors, Torre Torino, Água Branca, registered in the CNPJ
(Brazilian Register of Corporate Taxpayers) 61.562.112/0001-20, originally registered in
the Regional Accounting Council of the State of São Paulo under the number
2SP000160/O-5, to evaluate the equity of the Incorporated Company by its book value,
as well as the preparation of the Appraisal Report.
(iii)
approve the convening of the Company’s shareholders to the Shareholders Meeting, in
order to discuss to deliberate about the approved Incorporation.
(iv)
authorize the release of the Material Fact to handle the Incorporation, under the terms of
CVM Instruction 319/99.
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6.
Closing: With no further matters on the agenda and the absence of any other
expression, this meeting was concluded. These minutes were draft, having been read and
approved, and signed by all. AA. Conselheiros: José Gilberto H. Vieira; Ewaldo M. K. Russo;
Vivien B. G. Navarro Rosso; Omar Magid Hauache; José Paschoal Rossetti; Luiz Carlos Vaini;
Marcelo P. M. Araújo; Milton Almicar S. Vargas; Márcio Serôa de Araújo Coriolano; Jorge Neval
Moll Filho.
As per the original, drawn up in the official book.
São Paulo, December 13th, 2012
____________________________
Ewaldo Mário Kuhlmann Russo
Secretary
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