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Minutes of the Board of Directors´ Meeting - Approval Voting on ESM of Mato Grosso Bovinos

Minutes of the Board of Directors’ Meeting held on November 3, 2014

1. Date, Time and Venue: November 3, 2014, at 9:00 a.m., at the offices of Minerva S.A. ("Company"), in the city and state of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, 758, 8° andar, cjto 82, Zip Code ("CEP") 04542-000.

2. Presiding: Mr. Edivar Vilela de Queiroz as chairman of the meeting and Mr. Fernando Galletti de Queiroz as secretary.

3. Call Notice: Call notice was sent to the members of the Company’s board of directors on October 19, 2014.

4. Attendance: Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Dorival Antônio Bianchi, Roberto Rodrigues, Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira.

5. Agenda: The Company’s Board members held a meeting to resolve on, pursuant to Article 19, section XII, item (B) of the Company’s Bylaws, the definition about the Company’s vote at the Extraordinary Shareholders’ Meeting of Mato Grosso Bovinos S.A. to be held on first call, at 10:00 a.m. of November 4, 2014, whose agenda is transcribed herein:"(i) to declare the resignation of current members of the Company’s Executive Board; (ii) to elect new members of the Company’s Executive Board; (iii) to change the address of the Company’s headquarters and accordingly, amending Article 3 of the Company’s Bylaws; and (iv) to resolve on the Company’s capital increase by means of capitalization of credits deriving from advances to future capital increase ("AFAC"), and accordingly, amending Article 5 of the Company’s Bylaws".

6. Resolutions Taken: The Board members analyzed, discussed and approved by unanimous vote and without any restrictions:

6.1 The Company’s favorable opinion in all items of the agenda of the Extraordinary Shareholders’ Meeting of Mato Grosso Bovinos S.A. to be held at 10:00 a.m. of November 4, 2014.

6.2 At such meeting, do not elect a member for the second (2nd) vacant position as vice chairman of the Company’s Board of Directors.

7. Closure and Drawing up of the Minutes: There being no further business to discuss, 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, November 3, 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, Alexandre Mendonça de Barros, Dorival Antônio Bianchi, Roberto Rodrigues, Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira.

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

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