Souza Cruz SA : Minutes of the Meeting of the Board of Directors 21 December, 2011

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