Minutes of the Board of Directors’ Meeting


Publicly-Held Company

Corporate Taxpayer ID (CNPJ/MF): 60.500.139/0001-26

Company Registry (NIRC): 35300025300



The Board of Directors of SARAIVA S.A. LIVREIROS EDITORES held a meeting on December 12, 2013, at 6:00 p.m., at the Company’s headquarters, presided over by Jorge Eduardo Saraiva, who invited me, Jorge Saraiva Neto, to act as secretary.

The Chairman presented a proposal establishing that the payment of interest on equity for the fiscal year ending on December 31, 2013 is calculated on a pro rata daily basis of the Long-Term Interest Rate (TJLP) on the shareholders’ equity accounts, pursuant to the caput of Article 38 of the Company’s Bylaws, with this amount being imputed to the mandatory dividends provided for in article 36, item I of the Bylaws. According to this calculation, the remuneration would amount to twenty-four million, nine hundred and sixty-eight thousand, four hundred and three reais and eleven centavos (R$24,968,403.11), to be credited to the shareholders who own outstanding shares, representing gross R$0.88281 per share to be imputed to the minimum mandatory dividends. The interest on equity payment may be complemented by a dividend payment if it does not reach the minimum mandatory dividend provided for in article 36, item I, of the Company’s Bylaws.

Shareholders registered as such on December 16, 2013 are entitled to receive the payment. The company’s shares will be traded ex-interest on equity as of December 17, 2013.

Following the necessary clarifications, the attending Board members unanimously approved that the remuneration related to the fiscal year ending on December 31, 2013 is credited as presented above. The corresponding amount will be provisioned by the Executive Board in a company account upon preparation of the period’s financial statements.

The proposal sets forth that the remuneration will be paid in cash to shareholders who own common and preferred shares on May 7, 2014. The date will be ratified by an Annual Shareholders’ Meeting that will discuss and vote on the financial statements related to the fiscal year ending on December 31, 2013. The shareholders will receive the payment net of withholding income tax, except for shareholders exempt from same, who must submit a proof of exemption to the attention of the Legal Department, at the company’s headquarters, by December 18, 2012.

There being no other matters in the agenda, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all attending members. Signatures: Jorge Eduardo Saraiva – Chairman Jorge Saraiva Neto – Secretary Maria Cecília Saraiva Mendes Gonçalves Ricardo Reisen de Pinho Marcel Sapir Eduardo Valente de Castro.