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Minutes of the Board of Directors´ Meeting - Approval of Establishment of Subsidiary

Minutes of the Board Of Directors’ Meeting held on September 17, 2014

1. Date, Time and Venue: September 17, 2014, at 10:00 a.m., at the Company’s headquarters, located in the city and 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 Board: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.

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

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

5. Agenda: The Board members met to resolve on the establishment of a subsidiary in the United States and one in Brazil, pursuant to Article 19, clause XI of the Bylaws.

6. Resolutions: After discussing the matter, the Board members, unanimously and without any restrictions, resolved:

6.1 Under the terms of Article 19, clause XI of the Bylaws, to authorize the establishment of: i) a subsidiary in the United States, whose corporate name will be Minerva Meats USA, LLC; and ii) a subsidiary in Brazil, whose corporate name will be Companhia Sul Americana de Pecuária S.A.

6.2 To authorize the Company’s Board of Executive Officers to take all of the necessary measures for the implementation of the resolution taken in item 6.1 above, including determining the amount and form of the capital to be raised.

7. Closure and Drawing Up of the Minutes: There being no further business to discuss, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all of the attending members.

8. Venue and Date: Barretos, September 17, 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; Norberto Lanzara Giangrande Júnior; Alexandre Lahoz Mendonça de Barros; José Luiz Rego Glaser, Roberto Rodrigues and Dorival Antonio Bianchi.

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

Barretos, September 17, 2014.
_____________________________
Fernando Galletti de Queiroz
Secretary

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