Publicly-held Company of Authorized Capital
National Corporate Taxpayers Register No. CNPJ/MF 11
395.624/0001-71
State Registration No. NIRE 35.300.374.797
1. DATE, TIME AND PLACE: On July 6, 2012 at 10:00 am, at the
headquarters of Brazil Pharma S.A. ("Company"), located at
Rua Gomes de Carvalho, No. 1629, 6th and 7th floors, Vila
Olimpia, Postal Code 04547-070, in the city of São Paulo,
state of São Paulo.
2. CALL AND ATTENDANCE: Call waived in view of the attendance
of all the members of the Company's Board of Directors, in
person or by telephone ("Directors").
3. PRESIDING OFFICERS: The meeting was chaired by Mr.
CARLOS DANIEL RIZZO
DA
FONSECA with Ms. CRISTINA
CAIUBY SALLES serving as secretary.
1976, as amended ("Corporations Law") and Article 10,
paragraph "y" of the Company's Bylaws decided the
following:
4.1. Approve the increase in the Company's capital, within
the limits of its authorized capital, from one billion, two
hundred and thirty-five million, three hundred and
sixty-three thousand, seven hundred and seventy-two Reais and
eleven centavos (R$1,235,363,772.11) to one billion, two
hundred and seventy-three million, one hundred and
ninety-three thousand, seven hundred and seventy-two Reais
and eleven centavos (R$1,273,193.772.11), an increase,
therefore, amounting to thirty seven million, eight hundred
and thirty thousand Reais (R$37,830,000.00), by issuing seven
million, eight hundred thousand (7,800,000) common,
registered shares with no par value ("Shares") made in the
scope of a primary and secondary public offering of common
shares of the Company approved by the Board of Directors
meeting held on May 7, 2012 ("Offering"), excluding
preemptive rights of shareholders of the Company in the
subscription thereof in accordance with the provisions of
section I of Article 172 of the Corporations Law, due to the
exercise by Banco BTG Pactual S.A.'s option for distribution
of a supplementary lot of shares granted to it by the Company
through the "Agreement for Underwriting, Placement and Firm
Guarantee of Settlement of Common Shares Issued by Brazil
Pharma S.A." pursuant to article 24 of Securities Commission
Ruling No. 40 of December 29, 2003, as amended ("CVM Ruling
400"), to meet the excess demand observed during the
Offering. Shares are issued under the same conditions as the
shares initially issued by the Company under the Offering, as
approved at the Board of Directors Meeting held on June 21,
2012, at a price of nine Reais and twenty-five centavos
(R$9.25) per share, which was fixed in accordance with
Article 170, paragraph 1, section III of the Corporations
Law, after the bookbuilding procedure conducted by the
Offering underwriters ("Priceper Share"), given that,
pursuant to the allocation of the Price per Share adopted at
that meeting, thirty- seven million, eight hundred and thirty
thousand Reais (R$37,830,000.00) shall be allocated to
the
capital account and thirty-four million, three hundred and
twenty thousand Reais (R$34,320,000.00)
will be allocated to the capital reserve account; and
I certify that this is a true copy of the minutes of the
original transcribed in the proper book.
São Paulo, July 6, 2012.
CRISTINA CAIUBY
SALLES
Secretary
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