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Minutes of the Board of Directors´ Meeting - Acquisition of Trucks − Transminerva

Minutes of the Board of Directors’ Meeting held on September 30, 2014

1. Date, time and venue: September 30, 2014, at 10:00 a.m., at the Company’s head offices, in the city of Barretos, State of São Paulo, at prolongamento da Avenida Antonio Manço Bernardes, s/n°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14781-545.

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

3. Call notice: Previous call notice is exempted since all members of the Company’s Board of Directors attended the meeting.

4. Attendance: All members of the Company’s Board of Directors attended the meeting.

5. Agenda: The members of the Company’s Board of Directors held a meeting to analyze, discuss and resolve on (i) the Company’s acquisition of twenty-three (23) trucks ("Trucks"), as listed and identified in the attachment filed at the Company’s head offices; and (ii) instruct the vote of the Company’s representatives, pursuant to item XII, Article 19 of the Company’s Bylaws, to the resolution of the partners’ meeting of its subsidiary, Transminerva Ltda., a limited liability company, with corporate taxpayer’s ID (CNPJ/MF) 10.738.766/0001-21, with its corporate documents duly registered with the Board of Trade of the State of São Paulo under NIRE 35.222.444.109, with head offices in the city of Barretos, State of São Paulo, at Rua João Ribeiro do Nascimento, n.° 217, Bairro Gomes, CEP 14781-530, to be held on October 1, 2014, to approve the sale of Trucks to the Company.

6. Resolutions: After discussing the matter, members of the Company’s Board of Directors, without any restrictions and by unanimous vote resolved on the following:

6.1. Approve the acquisition of Trucks described in item 5(i) by their respective net book value on September 30, 2014, which total seven hundred, ninety thousand, seven hundred, sixty-seven reais and seventy centavos (R$790,767.70), which shall be paid in domestic currency divided into seven (7) equal installments by the Company.

6.2. Approve the voting instruction to the Company’s representatives, who shall vote favorably to the resolution of the partners’ meeting of Transminerva Ltda. (identified above), to be held on October 1, 2014, in order to approve the sale of Trucks to the Company.

6.3. Authorize the Management and/or attorneys-in-fact of the Company to take all the measures and sign all and any public or private documents necessary to acquire the Trucks, approved pursuant to item 6.1. above, including, but not limited to pre-agreements, commitments, contracts and public deeds and finally, take all the measures necessary so that the acquisition of Trucks occurs as good, firm and valuable.

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, September 30, 2014. Presiding: (signed) Edivar Vilela de Queiroz, Chairman: Fernando Galletti de Queiroz, Secretary. Attending Members of the Board of Directors: (signed) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Jose Luiz Rego Glaser, Roberto Rodrigues, Norberto Lanzara Giangrande Junior and Dorival Antonio Bianchi.

Certificate: I certify this is a free English translation of the minutes drawn up in the Book of Minutes of the Company’s Board of Directors’ Meeting.

Barretos, SP, September 30, 2014.

Fernando Galletti de Queiroz
Secretary

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