AREZZO INDÚSTRIA E COMÉRCIO S.A.

A Publicly-Traded Company

CNPJ/MF [Corporate Taxpayers' Register] no. 16.590.234/0001-76
NIRE: 31.300.025/91-8

MINUTES FROM THE BOARD OF DIRECTORS MEETING HELD ON 19 MARCH 2012 1. DATE, TIME AND PLACE: Held on 19 March 2012, at 2 p.m., in the city of

São Paulo, state of São Paulo at Rua Gomes de Carvalho, 1507, 16º andar, CEP
04547-005.

2. CALL: Call issued under the terms of article 17 of the Corporate By-Laws of Arezzo Indústria e Comércio S.A. ("Company"), upon written notification delivered to the members of the Board of Directors on 13 March 2012. 3. ATTENDANCE: Present the following members of the Board of Directors of the Company: Anderson Lemos Birman, Alexandre Café Birman, Pedro de Andrade Faria, José Murilo Procópio de Carvalho, Eduardo Silveira Mufarej, José Ernesto Beni Bolonha and Guilherme Affonso Ferreira. 4. BOARD: Chaired by Mr. Anderson Lemos Birman. Duties of secretary were carried out by Mr. Alexandre Café Birman. 5. ORDER OF THE DAY: (i) to approve the proposal of amendment to article 38 of Company's Bylaws to adapt to the new rules comprised in the New Market List Regulation, in force since 10 March 2011; (ii) to approve the call of an Extraordinary General Meeting of the Company to resolve on the matters stated in item "i" above; and (iii) to authorize Company's Directors to practice all the necessary measures for the implementation of decisions to be taken in the Board of Directors Meeting. 6. RESOLUTIONS: The meeting was established, following the discussion of the matters object to the order of the day, the Attending Shareholders have decided as follows: 6.1 To approve the proposal of amendment to article 38 of Company's Bylaws, to be taken to General Meeting, to adapt to the new rules comprised in the New Market List Regulation, in compliance with the provisions of CVM Circular Notice n. 038/2011

- DP, issued on 16 August 2011 ("Circular Notice n. 038/2011") by BM&FBOVESPA S.A.

6.2 To approve the convening of an Extraordinary General Meeting to resolve on the matters indicated on item 6.1 above. 6.3 To authorize Company's Directors to practice all the necessary measures for the implementation of the decisions taken. 7. CLOSING: CLOSURE: All matters having been duly addressed, these minutes were drafted, considered compliant, unanimously approved and signed by all those present. Signatures: Anderson Lemos Birman, Alexandre Café Birman, Pedro de Andrade Faria, José Murilo Procópio de Carvalho, Eduardo Silveira Mufarej, José Ernesto Beni Bolonha and Guilherme Affonso Ferreira.

São Paulo, 19 March 2012. Board:

Anderson Lemos Birman

Chairman

Alexandre Café Birman

Secretary

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This press release was issued by Arezzo Indústria e Comércio SA and was initially posted at http://www.arezzoco.com.br/EN/Download/263_Arezzo_-_RCA_-_19_03_2012_-_Alteracao_ES__(versao_junta_) _ingles.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-20 00:09:23 AM. The issuer is solely responsible for the accuracy of the information contained therein.