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Minutes of Board of Directors’ Meeting

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TPI - Triunfo Participações e Investimentos S.A.
CORPORATE TAXPAYER'S ID (CNPJ) N° 03.014.553/0001-91
COMPANY REGISTRY (NIRE): 35.300.159.845

HELD ON MARCH 22, 2012.

Date and Time: Held at 2:00 p.m. on March 22, 2012, at the Company's headquarters, located in the city and state of São Paulo, at Rua Olimpíadas, nº 205, conjunto 142/143, Vila Olímpia, CEP 04551-000.

Call Notice and Attendance: After being duly called, the undersigned members of the board of directors attended the meeting.

PRESIDING: Mr. Luiz Fernando Wolff de Carvalho chaired the meeting and Paula Paulozzi Villar, acted as secretary.

AGENDA: To analyze and deliberate on:

(i) To appreciate Management's proposal of adjustment of the Company's By-Law and its consolidation to suit with the new rules of the Novo Mercado Regulation of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA");
(ii) Establishment of a new Executive Directorship;
(iii) Election of the Director to take office of the mentioned Directorship.

RESOLUTIONS: Moving on to the discussion of item (i) of the agenda, the proposal of adjustment of the Company's By-Law and its consolidation was approved, to be submitted to the General Shareholders' Meeting.

Now discussing item (ii) the members of the board decided on the establishment ao a Legal Coordination Directorship, which has the following scope of work: "The Director of Legal Coordinator will be responsible for all legal matters involving the Company, its subsidiaries and affiliates, establishing goals, policies and strategies that involve legal issues".

Immediately thereafter to the item (iii) of the agenda, Mrs. Paula Paulozzi Villar, brazilian, single, lawyer, was nominated.

So, now the Company the Company's Executive, with a mandate until 12 May 2013, the following members:

CEO Carlo Alberto Bottarelli
Chief Energy Officer Luiz Alberto Kuster
CFO Sandro Antonio de Lima
IRO Sandro Antonio de Lima
Chief of Legal Coordination Officer Paula Paulozzi Villar

CLOSURE: There being no further matters to address, the Chairman adjourned the meeting adjourned and these minutes were drawn up, read, approved and signed by all attending directors. São Paulo, March 22, 2012. Signatures: Presiding Board: Luiz Fernando Wolff de Carvalho, Chairman, and Paula Paulozzi Villar, Secretary. Members of the Board: Luiz Fernando Wolff de Carvalho; Fernando Xavier Ferreira; Ricardo Stabille Piovezan; Leonardo Almeida Aguiar; Antonio José Monteiro da Fonseca de Queiroz; João Villar Garcia and Marcelo Souza Monteiro.
This is a free translation of the original minutes filed in the Company's records

__________________________________ __________________________________
Luiz Fernando Wolff de Carvalho Paula Paulozzi Villar
Chairman Secretary
22 March 2012