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 JULY 13 2011
1.
Date, time and place: Held at 05:00 p.m. on July 13th 2011, 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, via teleconference,
under the terms of the third paragraph of article 15 of the Company’s Bylaws: Srs. (1) Mauro S.
Figueiredo; (2) Ewaldo M. K. Russo; (3) José Gilberto H. Vieira; (4) Omar M. Hauache; (5)
Márcio Serôa de Araújo Coriolano; (6) Milton Almicar S. Vargas; (7) José Paschoal Rossetti; (8)
Marcelo P.M. Araújo e (9) Luiz Carlos Vaini.
3.
Chair: The meeting was chaired by Mr. Mauro Figueiredo and Mr. Ewaldo 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
DIAGNOSON
ULTRASONOGRAFIA
E
DENSITOMETRIA ÓSSEA S/S LTDA. (“Diagnoson”).
5.
Resolutions: The Members of the Company’s Board of Directors resolved, unanimously
and unrestrictedly to:
(i)
approve and recommend to the General Assembly the approval of the merger of the
controlled company Diagnosson by the Company, its controller, under the terms of
Protocol and Justification.
(ii)
approve and recommend to the General Assembly 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.
1
(iii)
approve the convening of the Company’s shareholders to the General Assembly, 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.
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; Omar
M. Hauache; José Gilberto H. Vieira; Márcio Serôa de Araújo Coriolano; José Paschoal
Rossetti; Luiz Carlos Vaini; Marcelo P.M. Araújo; and Milton Almicar S. Vargas.
As per the original, drawn up in the official book.
São Paulo, July 13th, 2011.
____________________________
Ewaldo M. K. Russo
Secretary
2