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Minutes of the Board of Directorsí Meeting held on March 11, 2014

Minutes of the Board of Directors’ Meeting held on March 11, 2014

1. Date, Time and Venue: March 11, 2014, at 9:00 a.m., at the Company’s headquarters, located at Avenida Antonio Manço Bernardes, s/n°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14781-545, in the city of Barretos, state of São Paulo.

2. Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.

3. Call Notice: The call notice was waived given the presence of all Board members.

4. Attendance: All the Company’s Board members were present.

5. Agenda: The members of the Board of Directors of the Company convened to examine, discuss and resolve on (i) the Company’s financial information related to the quarter ended December 31, 2013; (ii) the management accounts, the management report, the financial statements and the independent auditors‘ report for the fiscal year ended December 31, 2013, and on the approval of the submission of said documents to the Annual Shareholders’ Meeting; (iii) the management proposal for the allocation of net income for the fiscal year ended December 31, 2013, and its submission to the Annual Shareholders’ Meeting; (iv) the proposal for the overall management compensation for the fiscal year 2014, and its submission to the Annual Shareholders’ Meeting; (v) the call for the Company’s Annual Shareholders’ Meeting; and (vi) the Company‘s voting recommendation for the following corporate resolutions to be made at the annual shareholders’ meetings and annual meetings of partners of its subsidiaries: (a) the management accounts, the management report, the financial statements and the independent auditors‘ report (when applicable) for the fiscal year ended December 31, 2013; and (b) the allocation of net income for the fiscal year ended December 31, 2013.

6. Resolutions: After discussing the items on the Agenda, the Board members made the following decisions, unanimously and without any restrictions:

6.1 Approval of the Company’s financial information related to the quarter ended December 31, 2013.

6.2 Approval of the management accounts, the management report, the financial statements and the independent auditors‘ report for the fiscal year ended December 31, 2013, which will be submitted to the Company’s Annual Shareholders’ Meeting.

6.3 Approval of the management proposal for the allocation of net income for the fiscal year ended December 31, 2013, which will be submitted to the Annual Shareholders’ Meeting of the Company.

6.3.1 The information and documents pertaining to the matters resolved on items 6.2 and 6.3 above will be disclosed under the terms and conditions set forth in Article 133 of Law 6,404 of December 15, 1976, CVM Rule 480 of December 7, 2009, and CVM Rule 481 of December 17, 2009.

6.4 Approval of the proposal, to be submitted to the Annual Shareholders’ Meeting of the Company, for the overall management compensation for the fiscal year 2014.

6.5 Approval of the call for the Annual Shareholders’ Meeting to be held on April 24, 2014.

6.6 Definition that the Company‘s voting recommendation will be favorable and without any restrictions at the annual shareholders’ meetings and annual meetings of partners of its subsidiaries regarding the following matters: (a) the management accounts, the management report, the financial statements and the independent auditors‘ report (when applicable) for the fiscal year ended December 31, 2013; and (b) the allocation of net income for the fiscal year ended December 31, 2013.

6.7 Authorization of the members of the management to carry out all acts necessary to implement the resolutions taken herein.

7. Closure and Drawing up of the Minutes: There being no further business to discuss, and after the Chairman offered the floor to anyone who intended to speak, as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all attending Board members. Venue and Date: Barretos, March 11, 2014. Presiding: (undersigned) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board of Directors members: (undersigned) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Jose Luiz Rego Glaser, João Pinheiro Nogueira Batista and Norberto Lanzara Giangrande Junior.

Declaration: This is a free English translation of the original minutes drawn up in the Minutes Book of the Company’s Board of Directors‘ Meetings.

Barretos, March 11, 2014.

_____________________________
Fernando Galletti de Queiroz
Secretary


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