VALID SOLUÇÕES E SERVIÇOS DE SEGURANÇA EM MEIOS DE PAGAMENTO E
IDENTIFICAÇÃO S.A.Company Registry (NIRE): 33.3.0027799-4
Corporate Taxpayer’s ID (CNPJ/MF): 33.113.309/0001-47
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON APRIL 7, 2011
DATE, TIME AND VENUE: April 7, 2011, at 10:00 a.m., at the Company’s headquarters, located
at Av. Presidente Wilson, no. 231, 16o andar, in the city and state of Rio de Janeiro. CALL
NOTICE: The call notice was sent to all members of the Board of Directors on March 31, 2011,
pursuant to Article 18, paragraph 1 of the Company’s Bylaws. QUORUM AND ATTENDANCE:
The majority of members of the Company’s Board of Directors were present. Presiding:
Chairman: Sidney Levy; Secretary: Carlos Affonso Seigneur d’Albuquerque AGENDA: (i) Proposal
for overall annual compensation of the management; (ii) Management Report and Executive
Board accounts relative to fiscal year 2010; (iii) Budget for 2011; (iv) 2011 Investment Plan;
(v) Proposal for allocation of the net income for 2010, distribution of dividends and payment of
interest on equity;(vi) Proposal for capital increase, upon issue and distribution of new shares;
(vii) Amendment to Article 5 of the Company’s Bylaws; (viii) Consolidation of the Company’s
Bylaws; and (ix) Call notice to the Annual and Extraordinary Shareholders’ Meetings.
RESOLUTIONS: After analyzing and discussing the matters in the Agenda, the following items
were approved by unanimous vote and without restrictions, reservations or opposition by the
attending members of the Company’s Board of Directors: (i) The proposal for overall annual
compensation of the managers for fiscal year 2011, in the total amount of nine million, four
hundred thousand reais (R$9,400,000.00), to be submitted to approval at the Shareholders'
Meeting, along with the Share Acquisition Incentive plan to the Company’s executive officers and
superintendents, as approved at the Board of Directors’ Meeting held on January 18, 2011.(ii) The
Financial Statements, including the balance sheets, management report and management
accounts, as filed at the Company’s headquarters, initialed by the attending members, relative to
the fiscal year ended December 31, 2010, to be submitted to approval at the Shareholders’
Meeting.(iii) The budget proposal for fiscal year 2011, as filed at the Company’s headquarters,
initialed by the attending members; (iv) The Company’s investment plan for fiscal year 2011, as
filed at the Company’s headquarters, initialed by the attending members.(v) The Executive
Board’s proposal for allocation of the net income for fiscal year 2010, in the total amount of
ninety-three million, nine hundred twenty thousand, thirty-four reais and thirty-six centavos
(R$93,920,034.36), and for dividend distribution, to be submitted to the Annual Shareholders’
Meeting, as follows: a) four million, six hundred ninety-six thousand and one real, and seventy-two
centavos (R$4,696,001.72) to the legal reserve; b) fifty-seven million, four hundred and one
thousand, five hundred and eighty-four reais and nineteen centavos (R$57,401,584.19) to the
investment reserve; and c) thirty-one million, eight hundred twenty-two thousand, four hundred
forty-eight reais and forty-five centavos (R$31,822,448.45), to be distributed to shareholders,
including the gross amount of twenty-two million, eight hundred sixty-nine thousand, four
hundred fifty-four reais and ninety-seven centavos(R$22,869,454.97) to be paid as interest on
equity, declared at the Board of Directors’ meetings held on July 21 and October 22, 2010, of which
a total of fourteen million, three hundred ninety-eight thousand, six hundred and thirty-one reais
and forty-four centavos (R$14,398,631.44) have already been paid, of which seven million, two
hundred and six thousand, one hundred and fifty-one reais and twelve centavos (R$7,206,156.12)
were paid on July 30, 2010 and seven million, one hundred ninety-two thousand, four hundred and
seventy-five reais and thirty-two centavos (7,192,475.32) were paid on October 29, 2010, and
(eight million, four hundred and seventy thousand, eight hundred and twenty-three reais and
fifty-three centavos (R$8,470,823.53) to be allocated; and d) eight million, nine hundred and
fifty-two thousand, nine hundred and ninety-three reais and forty-eight centavos
(R$8,952,993.48) as dividends to be declared by the Annual Shareholders’ Meeting.(vi) The
proposal for capital increase by one hundred million reais (R$100,000,000.00), upon capitalization
of a portion of the investment reserve that currently totals one hundred sixty-six million, nine
hundred fifty-five thousand, four hundred twenty-four reais and fifty-six centavos
(R$166,955,424.56), upon issue and distribution to shareholders, proportionally to their
shareholding, of five million, one hundred and fifty thousand (53,150,000) common shares with no
par value, corresponding to one (1) share for each lot of ten (10) shares held thereby, to be
submitted to approval at the Shareholders' Meeting.(vii) The proposal for amendment to Article 5
of the Company's Bylaws, to be submitted to approval at the Shareholders’ Meeting, in order to
reflect the capital increase and issue of new shares, which shall now have the following wording:
“The subscribed and paid up capital of the Company is three hundred and sixty million
(R$360,000,000.00), divided into fifty-six million, six hundred and fifty thousand (56,650,000)
registered, book-entry common shares with no par value”.(viii) The proposal for consolidation of
the Company’s Bylaws, to be submitted to approval at the Shareholders’ Meeting; (ix) The call
notice to the Annual Extraordinary and Shareholders’ Meetings to deliberate on the
abovementioned members, to be held on April 26, 2011, or, on second call, at a date and time to
be defined by the Executive Board, with the following Agenda: a) At the Annual Shareholders’
Meeting: (1) To take the management accounts, examine, discuss and vote on the management
report and financial statements relative to the fiscal year ended December 31, 2010.(2) To
deliberate on the proposal for allocation of the net income for the fiscal year ended December 31,
2010, and the dividend distribution, including interest on equity and interim dividends paid in
advance, ratifying the resolutions already made by the Board of Directors.(3) To establish the
number of members of the Board of Directors for the coming term-of-office and elect them; (4) To
establish the overall annual compensation of the members of the Board of Directors and the
Executive Board, and deliberate on the proposed implementation of the Share Acquisition
Incentive Plan to the Executive Officers and Superintendent of the Company; b) At the
Extraordinary Shareholders’ Meeting: (6) To deliberate on the capital increase of one hundred
million reais (R$100,000,000.00), upon the partial capitalization of the investment reserve, with
the issue and allocation to shareholders proportionally to their shareholdings, of five million, one
hundred and fifty thousand (5,150,000) common shares with no par value, corresponding to one
(1) share for each lot of ten (10) shares held by shareholders. (7) The amendment to Article 5
of the Company's Bylaws to reflect the capital increase and issue of new shares, which shall now
have the following wording: “The subscribed and paid up capital of the Company is three hundred
and sixty million reais (R$360,000,000.00), divided into fifty-six million, six hundred and fifty
thousand (56,650,000) registered, book-entry common shares with no par value”. Closure: There
being no further business to discuss, the meeting was adjourned and these minutes were drawn
up, read, approved and signed by all attending board members.
Rio de Janeiro, April 7, 2011
Presiding:
Sidney Levy
Chairman
Carlos Affonso Seigneur d’ Albuquerque Secretary
Board Members:
Sidney Levy
Guilherme Affonso Ferreira
Marcílio Marques Moreira
Antônio Batista Coury Jr.
Yon Moreira da Silva Júnior
Luiz Maurício Leuzinger