Ata da Reunião Extraordinária do Conselho de Administração nº 07/A/2010, de 11 de julho de 2010, nº 1
CETIP S.A. – BALCÃO ORGANIZADO DE ATIVOS E DERIVATIVOS
Corporate Taxpayer’s ID (CNPJ) no. 09.358.105/0001-91
Corporate Registry ID (NIRE): 33.300.285.601
MINUTES OF THE EXTRAORDINARY
BOARD OF DIRECTORS’ MEETING
NO. 07/A/2011
Held on July 11, 2011
On July 11, 2011 at 1:00 P.M. the Board of Directors of CETIP S.A. BALCÃO ORGANIZADO DE
ATIVOS E DERIVATIVOS held an extraordinary meeting chaired by Mr. Edgar da Silva Ramos, and
assisted by Mr. Francisco Carlos Gomes as secretary, with the presence of Messrs. Martín Emiliano
Escobari Liftchtz, Roberto de Jesus Paris, Robert Taitt Slaymaker, Marco Antonio Sudano, Gustavo
Summers Albuquerque, Pedro Paulo Mollo Neto, Reinaldo Pereira da Costa Rios, and Flavio Benicio
Jansen Ferreira.
Call: Called electronically as provided in Article 25, paragraph 4 of the Company’s Bylaws.
By unanimous vote of those present, these minutes were authorized to be drawn up in summary
format. The resolutions were made by unanimous vote of those present based on the supporting
documents (appended) that are filed at the Company’s headquarters.
Agenda:
1. Call to order and introduction;
2. Approval and ratification of the proposed capital increase due to the capitalization of a
portion of the special goodwill reserve and issue of subscription rights to the company's
remaining shareholders;
3. Approval and homologation of the company’s capital increase due to the exercise of stock
options under the company’s grant programs.
Resolutions:
1. Call to order and introduction:
Mr. Edgar Ramos read the agenda to the other Members with the matters to be discussed and made a
Ata da Reunião Extraordinária do Conselho de Administração nº 07/A/2010, de 11 de julho de 2010, nº 2
brief introduction.
2. Approval and ratification of the proposed capital increase due to the capitalization of a
portion of the special goodwill reserve and issue of subscription rights to the company's
remaining shareholders;
Mr. Francisco Carlos Gomes presented to the other members the required homologation and approval
of the company’s capital stock increase discussed and approved in the Board of Directors’ Meeting held
on May 11 2011 in the following terms:
(a) capitalization of a portion of the special goodwill reserve under the terms of CVM Instruction
319/99, equal to 30% of the tax benefit earned in 2010 due to goodwill amortization, in the amount of
R$4,011,753.24 (four million, eleven thousand, seven hundred fifty-three reais and twenty-four
centavos), with issue of 183,975 (one hundred eighty-three thousand, nine hundred seventy-five)
common shares, with no face value to Advent Securities Participações S.A. as established in the
Protocol and Justification of Merger of Advent Depository Participações S.A., dated September 16,
2009. The issue price was established based on the average closing share price in the twenty-one trading
days prior to the close of the fiscal year, resulting in the amount of R$21.81 (twenty-one reais and
eighty-one centavos) per share.
(b) capitalization of a portion of the special goodwill reserve under the terms of CVM Instruction
319/99, equal to 70% of the tax benefit earned in 2010 due to goodwill amortization, in the amount of
R$9,360,757.57 (nine million, three hundred sixty thousand, seven hundred fifty-seven reais and fiftyseven centavos), without the issue of new shares.
(c) capital stock increase from the exercise of subscription rights and subscription of shares divided
among the remaining shareholders, at R$35,512,830.42 (thirty-five million, five hundred twelve
thousand, eight hundred thirty reais and forty-two centavos) with the issue of 1,628,282 (one million,
six hundred twenty-eight thousand, two hundred eighty-two) common shares with no par value and
subscription price of R$21.81 (twenty-one reais and eighty-one centavos) per share, on behalf of the
subscribing shareholders;
(d) capital stock increase from the auction of non-subscribed shares held on a stock exchange, at
R$672,489.54 (six hundred seventy-two thousand, four hundred eighty nine reais and fifty four
centavos), with the issue of 30,834 (thirty thousand, eight hundred thirty-four) common shares with no
par value at an issue price of R$21.81 (twenty-one reais and eighty-one centavos) per share. The
additional amount raised by the company at the auction of the unsubscribed shares totaling R$
74,926.62, that exceeds the part of the share’s issue price reserved for the capital formation, will be
registered as capital reserves, on the premium on shares subscription account.
The Members analyzed the information and approved it by majority vote. Mr. Martín Emiliano
Escobari Liftchtz refrained from voting on the matter.
Thus, the Company’s subscribed capital stock increased from R$219,021,118.43 (two hundred nineteen
million, twenty-one thousand, one hundred eighteen reais and forty-three centavos) divided into
250,230,267 (two hundred fifty million, two hundred thirty thousand, two hundred sixty-seven)
common shares with no par value to R$268,578,949.20 (two hundred sixty-eight million, five hundred
seventy-eight thousand, nine hundred forty-nine reais and twenty centavos) divided into 252,073,358
(two hundred fifty-two million, seventy-three thousand, three hundred fifty-eight) common shares with
no par value.
Ata da Reunião Extraordinária do Conselho de Administração nº 07/A/2010, de 11 de julho de 2010, nº 3
3. Approval and homologation of the company’s capital increase due to the exercise of
stock options under the company’s grant programs.
Mr. Francisco Carlos Gomes explained to the Board Members the company’s need for a capital increase
within the authorized capital limit of its Bylaws, considering the exercise of stock options under the
company’s grant programs.
After presenting the relevant information, the Board approved and homologated by unanimous vote
the company’s capital stock increase within the authorized capital limit in its Bylaws in the amount of
R$7,618,109.04 (seven million, six hundred and eighteen thousand, one hundred and nine reais and four
centavos) through the issue of 1,616,801 (one million, six hundred sixteen thousand, eight hundred one)
common shares. The issued shares will enjoy equal rights and conditions in all benefits, including any
dividends and capital remuneration that may be approved by the company.
As per Article 171, paragraph 3 of the Brazilian Corporation Law, shareholders will not have
preemptive rights in the subscription of the capital stock increase from the exercise of stock options.
Thus, the company’s subscribed capital stock increased from R$268,578,949.20 (two hundred sixtyeight million, five hundred seventy-eight thousand, nine hundred forty-nine reais and twenty centavos)
divided into 252,073,358 (two hundred fifty-two million, seventy-three thousand, three hundred fiftyeight) common shares with no face value to R$276,197,058.24 (two hundred seventy-six million, one
hundred ninety-seven thousand, fifty-eight reais and twenty-four centavos) divided into 253,690,159
(two hundred fifty-three million, six hundred ninety thousand, one hundred fifty-nine) common shares
with no face value.
Closure, Drawing up of Minutes, Approval and Signature
No further business to be discussed, the Chairman offered the floor to any who may have been
interested, and, with no manifestation, the meeting was adjourned for the drawing up of these Minutes,
which were read, approved and signed by all members present.
Original signed by Board members: Edgar da Silva Ramos, Martín Emiliano Escobari Liftchtz, Roberto
de Jesus Paris, Robert Taitt Slaymaker, Marco Antonio Sudano, Gustavo Summers Albuquerque, Pedro
Paulo Mollo Neto, Reinaldo Pereira da Costa Rios, and Flavio Benicio Jansen Ferreira.
I hereby declare that this is a true and faithful copy of the minutes of the meeting, which has been
entered in the appropriate registration book.
São Paulo, July 11, 2011.
_____________________________________
Francisco Carlos Gomes
Secretary
Last page of the Minutes of the Board of Directors’ Meeting of CETIP S.A. - BALCÃO ORGANIZADO DE ATIVOS E
DERIVATIVOS, Corporate Taxpayer’s ID (CNPJ) no. 09.358.105/0001-91, Corporate Registry ID (NIRE):
33.300.285.601, No. 07/A/2011, held on July 11, 2011.