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Minutes of the Board of Directors´ Meeting - Merger Approval and Capital Increase

Minutes of the Board of Directors’ Meeting held on September 15, 2014

1. DATE, TIME AND VENUE: September 15, 2014, at 9:00 a.m., at the Company’s headquarters, located at prolongamento da Avenida Antônio Manço Bernardes, s/n.°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545, 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. Benedito da Silva Ferreira, Luiz Claudio Fontes and Luiz Manoel Gomes Junior, sitting members of the Company’s Fiscal Council, also attended the Meeting, as did Eduardo Luiz Rota, representing Verdus Auditores Independentes.

5. AGENDA: To examine, discuss and vote on the following matters: (i) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to approve the "Private Instrument of the Protocol and Justification of the Merger, by the Company, of Shares Issued by Mato Grosso Bovinos S.A. by Minerva S.A.", entered into by the Company and Mato Grosso Bovinos S.A. on September 15, 2014 ("Protocol and Justification"), which reflects the terms of the merger of the shares (pursuant to Article 252 of Brazilian Corporation Law) issued by Mato Grosso Bovinos S.A., a publicly-held company duly constituted and existing in accordance with Brazilian law, headquartered at Avenida Escola Politécnica, n.° 760, 1° andar - sala 1, CEP 05350-901, in the city and state of São Paulo, inscribed in the roll of corporate taxpayers (CNPJ) under no. 15.514.479/0001-51, with its articles of incorporation registered at JUCESP under Company Registry (NIRE) no.: 3530046398-6 ("Newco Bovinos"), by the Company ("Merger of Shares"); (ii) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to increase the Company’s capital in the amount of sixty million reais (R$60,000,000.00) through the issue of twenty-nine million (29,000,000) new registered book-entry common shares with no par value, to be paid in upon the merger of all the shares issued by Newco Bovinos, pursuant to the Protocol and Justification. These shares will be fully attributed to Newco Bovinos shareholders; (iii) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to ratify the nomination and contracting of Verdus Auditores Independentes, inscribed in the roll of corporate taxpayers (CNPJ) under no. 12.865.597/0001-16, , whose acts of
organization were registered with the 5th São Paulo Official Corporate Deeds Registry on November 5, 2010 under no. 44.34, and whose 1st contractual amendment was registered on August 26, 2013 under no. 52.174, with headquarters at Rua Amália de Noronha, 151, 5° andar, cj. 502, parte - Pinheiros, CEP 05410-010, in the city and state of São Paulo ("Appraisal Company"), as the specialized company contracted to prepare the accounting appraisal report of the equity of the Newco Bovinos shares to be merged by the Company; (iv) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to approve the report on the appraisal of the value of the equity of the Newco Bovinos shares to be merged by the Company, prepared by the Appraisal Company ("Appraisal Report"); (v) the
proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to approve the Merger of Shares, pursuant to the terms and conditions of the Protocol and Justification, authorizing management to take all the necessary measures for its implementation; (vi) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to amend the Company’s Bylaws due to the Merger of Shares, to reflect, (a) the capital increase, by modifying the wording of Articles 5 and 6, (b) the alteration in the composition of the Company’s Board of Directors, which will have ten (10) sitting members and respective alternates, as well as two vicechairmen, consequently changing the wording of Articles 11, 16, 17 and 18, (c) the alteration in certain responsibilities of the Company’s Board of Directors, thereby changing the wording of Article 19, and (d) other adjustments to the wording of Articles 2, 15 and 28; (vii) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to consolidate the new wording of the Company’s Bylaws to reflect the proposed amendments; (viii) to call an Extraordinary Shareholders’ Meeting of the Company to resolve on the matters described in items (i) to (vii) above, as well as to elect two (2) new members of the Company’s Board of Directors, in line with the proposed change in the Bylaws and consequent change in the composition of the Board of
Directors; and (ix) authorization for the Company’s Board of Executive Officers to take all the measures approved in this Meeting.

6. RESOLUTIONS TAKEN: The Company’s Board of Directors examined, discussed and unanimously and without restrictions approved the following:

(i) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to approve the Protocol and Justification, which establishes the terms, clauses and conditions for the Merger of Shares, a copy of which, duly certified by the presiding board, is filed at the Company’s headquarters;

(ii) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to increase the Company’s capital stock from the current seven hundred and seventy-four million, one hundred and thirty-six thousand and ninety-eight reais and sixty-six centavos (R$774,136,098.66), to eight hundred and
thirty-four million, one hundred and thirty-six thousand and ninetyeight reais and sixty-six centavos (R$834,136,098.66), i.e., an increase of sixty million reais (R$60,000,000.00), through the issue of twenty-nine million (29,000,000) new registered book-entry common shares with no par value, in favor of Newco Bovinos shareholders, to be fully paid in upon the merger of all Newco Bovinos shares, pursuant to the terms and conditions set forth in the Protocol and Justification;

(iii) the proposal, to be submitted for analysis by an Extraordinary
Shareholders’ Meeting of the Company, to ratify the nomination and contracting of the Appraisal Company, to prepare the appraisal report;

(iv) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to approve the Appraisal Report, prepared by the Appraisal Company using the accounting criterion, on the base date of August 31, 2014, a copy of which, duly certified by the presiding board, is filed at the Company’s headquarters;

(v) the proposal, to be submitted for analysis by an Extraordinary
Shareholders’ Meeting of the Company, of the Merger of Shares of Newco Bovinos, as strictly provided for in the Protocol and Justification, consequently transforming Newco Bovinos into a wholly-owned subsidiary of the Company and attributing to Newco Bovinos shareholders, proportionally to their respective interest in Newco Bovinos’ capital stock, twenty-nine million (29,000,000) new registered book-entry common shares with no par value, to be issued by the Company due to the Merger of Shares;

(vi) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to amend the Company’s Bylaws as a result of the Merger of Shares, to reflect, (a) the capital increase, by modifying the wording of Articles 5 and 6, (b) the alteration in the composition of the Company’s Board of Directors,
which will have ten (10) sitting members and respective alternates, as well as two vice-chairmen, consequently changing the wording of Articles 11, 16, 17 and 18, (c) the alteration in certain responsibilities of the Company’s Board of Directors, thereby changing the wording of Article 19, and (d) other adjustments to the wording of Articles 2, 15 and 28;

(vii) the proposal, to be submitted for analysis by an Extraordinary Shareholders’ Meeting of the Company, to consolidate the new wording of the Company’s Bylaws to reflect the proposed amendments, as per the Bylaws project, a copy of which has been duly certified by the presiding board and filed at the Company’s headquarters;

(viii) to call an Extraordinary Shareholders’ Meeting of the Company to resolve on the matters described in items (i) to (vii) above, as well as to elect two (2) new members of the Company’s Board of Directors, in line with the proposed change in the Bylaws and consequent change in the composition of the Board of Directors; and

(ix) authorization for the Company’s Board of Executive Officers to take all the necessary measures to carry out and fulfill the resolutions taken herein. All measures taken prior to this date are hereby ratified (except, in all cases, any matters requiring approval by the Extraordinary Shareholders’ Meeting to be called for this purpose).

7. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, the meeting was then adjourned for the drawing up of these minutes, which were read, approved and signed by all attending members. Venue and Date: Barretos, September 15, 2014. Presiding: (signed) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board of Directors’ members: (signed) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Mendonça de Barros, José Luiz Rego Glaser, Dorival Antônio Bianchi and Roberto Rodrigues. Attending Effective Fiscal Council Members: (signed) Luiz Manoel Gomes Júnior, Benedito da Silva Ferreira and Luiz Claudio Fontes.

Certification: This is a free English translation of the original minutes drawn up in the Company’s records.

Barretos, September 15, 2014.
_____________________________
Fernando Galletti de Queiroz
Secretary


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