TOTVS S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 53.113.791/0001-22
Company Registry (NIRE): 35.300.153.171
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON NOVEMBER 12th, 2012
1. -
DATE, TIME AND VENUE: Held on November 12th, 2012, at 06:00 p.m., via
conference call, pursuant to the caput of article 18 of the Company´s Bylaws.
2. ATTENDANCE: The totality of the members of the Board of the Directors:
Laércio José de Lucena Cosentino; Marilia Artimonte Rocca; Pedro Luiz Barreiros Passos;
Pedro Moreira Salles; Sérgio Foldes Guimarães; Germán Pasquale Quiroga Vilardo; and
Luis Carlos Fernandes Afonso.
3. PRESIDING BOARD: Chairman: Mr. Laércio José de Lucena Cosentino; and
Secretary: Mr. Luciano A. de Oliveira Santos.
4. AGENDA: (a) analyze the merger proposal, presented by the Company, of the
following companies: Gens Tecnologia da Informação Ltda.; YMF Arquitetura Financeira
de Negócios Ltda.; TOOLS Arquitetura Financeira de Negócios Ltda.; Hery Participações
Ltda.; and TOTALBANCO Consultoria e Sistemas Ltda. (the “Companies”), to occur
without the issuance of new shares of the Company, under the terms of the Merger
Protocols (as defined below), considering that the totality of the shares or quotas
representing the capital stock of the Companies are held by the Company; (b) ratify the
justification and the execution of the Merger Protocol of each of the Companies (the
“Merger Protocols”); (c) analyze and recommend to the Extraordinary General Meeting
(“AGE”) the ratification of the nomination of the experts designated to carry out the
valuation of the net equity of each of the Companies; (d) analyze and recommend to the
AGE the approval of the valuation report of each of the Companies, pursuant to their
respective accounting net equity value, under the terms of the Merger Protocols (the
“Valuation Reports”); (e) recommend to the AGE the approval of the merger of the
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Companies by the Company, as well as the authorization and ratification of the acts and
measures to be carried out by the executive officers of the Company, to the implementation
and formalization of the merger; (f) deliberate upon the vote of the Company at the General
Shareholders Meeting or Shareholders Meeting of the Companies that will deliberate about
the incorporation by the Company; and (g) approve the convening of the Extraordinary
General Meeting of the Company.
5. RESOLUTIONS: After discussing the matters on the agenda, the following items
were unanimously approved, without restrictions or reservations, by the Company’s Board
of Directors:
(a)
Approve the proposal of merger of the Companies by the Company, under the terms
of the Merger Protocols.
(b)
Recommend to the AGE the justification and ratification of the Merger Protocols to
be executed on this date by the executive officers of the Company and by the legal
representatives of the Companies.
(c)
Recommend to the AGE the ratification of the appointment of the following
experts: i) DAYANA ALVES ALMEIDA DE FRANÇA, Brazilian, married, Accountant,
bearer identification card RG No. 32.104.419-8 and enrolled with the Regional
Accountants’ Council – CRC under CRC 1SP 259.331, enrolled with the Individual
Taxpayers’ Registry under CPF/MF No. 289.120.228-73, resident and domiciled at Rua
Carlos Silva, nº 395, apt. 46 B, São Paulo – SP; ii) JOSÉ RICARDO DE LEMOS SILVA,
Brazilian, married, Accountant, bearer identification card RG No. 28.755.852-6, and
enrolled with the CRC under the No. 1SP 220.668, enrolled with the CPF/MF under No.
279.039.108-41, resident and domiciled at Avenida das Cerejeiras, No. 1368, São Paulo, in
the State of São Paulo; iii) MARCOS LIMA DE ARAUJO, Brazilian, single, Accountant,
bearer identification card RG No. 32.949.752-2, and enrolled with the CRC under No. 1SP
262.246, enrolled with the CPF/MF under the No. 300.118.518-05, resident and domiciled
at Rua Rubens Fraga de Toledo Arruda, No. 81, São Paulo, in the State of São Paulo, as the
persons responsible for appraising the net equity of each of the Companies and for the
preparation of the Valuation Reports, under the terms of the Merger Protocols.
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(d)
Recommend to the AGE the approval of the Valuation Reports.
(e)
Recommend to the AGE (i) the approval of the merger of the Companies by the
Company and (ii) the authorization for the executive officers of the Company to practice all
acts required to the implementation and formalization of the merger, under the terms of the
Merger Protocols.
(f)
Subject to the approval, by the AGE, of the merger of the Companies by the
Company, approve the favorable vote of the Company at the General Shareholders Meeting
or Shareholders Meeting of the Companies that deliberate about their merger by the
Company.
(g)
Approve the convening of the AGE, to be held on November 29th, 2012, at 10:00
a.m., at the Company´s headquarters, located at Avenida Braz Leme, No.1.631, 2º floor,
São Paulo, in the state of São Paulo.
6. -
CLOSURE, DRAWING UP AND APPROVAL OF THE MINUTES: There
being no further business to discuss, the meeting was closed and these minutes were drawn
up, read, approved and signed by all attending Board members.
São Paulo, November 12th, 2012.
This is a free English translation of the original minutes drawn up in the Company’s
records.
BOARD:
_______________________________
Laércio José de Lucena Cosentino
Chairman
_______________________________
Luciano A. de Oliveira Santos.
Secretary
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