THIS IS A FREE TRANSLATION OF THE ORIGINAL TEXT IN

THIS IS A FREE TRANSLATION OF THE ORIGINAL TEXT IN PORTUGUESEIN CASE OF DIVERGENCE OF INTERPRETATION, THE PORTUGUESE TEXT WILL PREVAIL Lupatech S.A.National Directory of Legal Entities [CNPJ/MF] nº 89.463.822/0001-12Corporate Registry Identification Number [NIRE] 43.3.0002853-4 Public Company of Authorized Capital – Novo Mercado  MINUTES OF MEETING OF THE BOARD OF DIRECTORS - 022/2012  1.    DATE, TIME AND PLACE: Held on November 12th, 2012, at 6 p.m., at the registered office of the Company, in the City of Caxias do Sul, State of Rio Grande do Sul, at Rua Dalton Lahn dos Reis, nº 201, Distrito Industrial. 2.    NOTICE AND ATTENDANCE: The members of the Board of Directors were duly notified, according to the provisions set forth in the article 22 of the Company’s Bylaws. The majority of members of the Board of Directors attended. 3.    BOARD: Chairman: Ronaldo Iabrudi dos Santos Pereira; Secretary: Thiago Piovesan. 4.    AGENDA: According to provisions set forth in the article 23, subsection VII, of the Company's Bylaws (a) to examine, discuss and state opinion regarding the financial information related to the 3rd quarter of the 2012 fiscal year (3ºITR12). 5.    RESOLUTIONS: After discussion of the Agenda and analysis of material provided by the Officers, which was known by all, the Board of Directors stated unanimous: (a) a favorable opinion regarding the financial information related to the 3rd quarter of the fiscal year of 2012 (3ºITR12). The Chairman offered to the present Directors the opportunity to speak in the Meeting and discuss general subjects of interest to the Company, but no one wanted to speak. 6.    CLOSURE: Considering there was nothing further to be discussed, the Meeting was closed, and these Minutes were drawn up, which, after being read and deemed correct, were signed by all. Caxias do Sul, State of Rio Grande do Sul, November 12th, 2012. Ronaldo Iabrudi dos Santos Pereira, Chairman; Thiago Piovesan, Secretary. Attending Board Members: Ronaldo Iabrudi dos Santos Pereira, Caio Marcelo de Medeiros Melo, Osvaldo Burgos Schirmer, Celso Fernando Lucchesi, Antonio Carlos Augusto Ribeiro Bonchristiano, José Coutinho Barbosa, Wilson Santarosa and Nestor Perini This document constitutes faithful copy of the minutes recorded in the proper book. Thiago Piovesan Secretary 

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