SOUZA CRUZ S.A.
HELD ON 21 DECEMBER 2011
CNPJ/MF No. 33.009.911/0001-39
NIRE No. 33.300.136.860
On 21 December 2011, at 2 p.m., at the head offices of the
Company located at Rua Candelária 66, in this city, the
Board of Directors met under the chairmanship of the Mr.
Leonardo Forner Senra, with the following directors
present: Messrs. Carlos Ivan Simonsen Leal, João Pedro
Gouvêa Vieira Filho, Luiz Felipe Palmeira Lampreia,
Pedro Sampaio Malan and Rudolf Hohn; absent for justified
reason, the Chairman Mr. Jack Marie Henry David Bowles,
with the office of Vice Chairman being vacant. The meeting
having been opened, Mr. Leonardo Forner Senra declared that
the specific purpose of the meeting was to examine the
proposal of the Board of Officers of supplemental payment
of Interest on Equity. The Directors, after analyzing the
proposal of the Board of Officers, decided, based on
article 9 of Law no. 9.249/95, to pay the shareholders
Interest on Equity, regarding the fourth quarter, in the
amount of R$ 25,705,480.50 ((twenty-five million, seven
hundred and five thousand, four hundred eighty reais and
fifty centavos) in the proportion of R$ 0.016818 per share,
observing the legal limits at the date of payment, based on
the results of the fourth quarter of 2011. Said
payment will be made as of February 14, 2012 and shall be
adjusted by the SELIC rate as of January 2, 2012 up to and
including February 13, 2012. As there was nothing
further to discuss, the meeting was closed and these
Minutes drawn up. Rio de Janeiro, December 21,
2011. Signatures: Carlos Ivan Simonsen Leal;
João Pedro Gouvea Vieira Filho; Luiz Felipe Palmeira
Lampreia, Pedro Sampaio Malan and Rudolf Hohn
I hereby represent that this is a faithful copy of the
original Minutes.
Rio de Janeiro, December 21, 2011.
Bruna Lazaroff
Attorney-in-fact