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Minutes of the Board of Directors‘ Meeting - HELD ON FEBRUARY 11, 2011

Corporate Taxpayer’s ID (CNPJ/MF).° 08.312.229/0001-73
Company Registry NIRE 35.300.334.345

Publicly-Held Company

Minutes of the Board of Directors‘ Meeting

DATE, TIME AND VENUE: February 11, 2011 at 09:00 a.m., at the Company’s headquarters located in the city and state of São Paulo.

CALL NOTICE AND ATTENDANCE: The call notice was waived in view of the presence of all members of the Company’s Board of Directors, in accordance with Article 16, paragraph 4 of the Company’s Bylaws.

PRESIDING: Ernesto Zarzur - Chairman; and A. Emílio C. Fugazza - Secretary

AGENDA: (i) To receive the resignation letter of a member of the Company’s Board of Executive Officers;

RESOLUTIONS : After analyzing the item on the agenda, the members of the Company’s Board of Directors, unanimously and without restrictions, (i) resolved to accept the resignation of Marcio El Tayar as Officer without Portfolio, as per his letter of resignation presented to the Company on December 30, 2010, said position to remain vacant.

CLARIFICATIONS: The drawing up of these minutes in summary format was authorized, pursuant to Article 130, paragraph 1 of Law 6404/76.

CLOSURE, DRAWING UP, APPROVAL AND SIGNATURE OF THE MINUTES: There being no further business to discuss, these minutes were drawn up, read, approved and signed by all those present.

SIGNATURES: (i) Ernesto Zarzur; Samir Zakkhour El Tayar; Gustavo Diniz Junqueira; Mario Guy de Faria Mariz; Massimo Bauducco; Nelson Sampaio Bastos.

São Paulo, February 11, 2011

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