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Minutes of Extraordinary Shareholder´s Meeting - 12pm

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
HELD ON JANUARY 22, 2016

1. DATE, TIME AND VENUE: January 22, 2016 at 12:00pm at the Company‘s headquarters at the extension of Avenida Antonio Manço Bernardes, s/n.°, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545, in the city Barretos, state of São Paulo.

2. CALL NOTICE: The call notice was published, on first call, in accordance with Article 124 of Law 6404 of December 15, 1976, as amended ("Brazilian Corporation Law"): (i) in the "Official Gazette of the State of São Paulo," Business Section, in the editions of December 23, 2015, December 24, 2015 and December 29, 2015, on pages 13 (São Paulo, 125 [238]) 28 (Sao Paulo, 125 [239]) and 32 (São Paulo, 125 [240]), respectively; (ii) in the newspaper "O Estado de S. Paulo," in the editions of December 23, 2015, December 24, 2015 and December 29, 2015, pages B6, B9 and B7, respectively; and (iii) in the newspaper "O Diário" (Barretos), in the editions of Dec. 23, 2015, December 24, 2015 and December 29, 2015, pages 3, 3 and 3, respectively.

3. ATTENDANCE: Shareholders representing sixty-eight and twenty-nine one-hundredths of a percent (68.29%) of the Company’s capital stock entitled to vote, as per signatures in the Shareholders’ Attendance Book, thus constituting legal quorum for installation and resolution of the matters on the agenda, in accordance with Article 135 of the Brazilian Corporation Law. Also present were a representative of the Company’s management, Eduardo Pirani Puzziello, and a sitting member of the Fiscal Council, Luiz Manoel Gomes Júnior, in accordance with Article 164, caput, of the Brazilian Corporation Law.

4. PRESIDING: Edivar Vilela de Queiroz chaired the meeting and Matheus Menezes de Oliveira acted as secretary.

5. DOCUMENTS AND DISCLOSURE: The management report and the other documents relevant to the meeting are available to shareholders at the Company’s headquarters and on the websites of the Brazilian Securities and Exchange Commission ("CVM") and the BM&FBOVESPA S.A. - São Paulo Securities, Commodities and Futures Exchange ("BM&FBOVESPA").

6. AGENDA: The Company’s shareholders met to examine, discuss and vote on the following agenda: (i) to increase the Company‘s share capital by up to one billion, five hundred and fifty-five million, eight hundred and eighty-two thousand, four hundred and seventy-three reais and sixty centavos (R$1,555,882,473.60), with a private placement of up to ninety-nine million, seven hundred and thirty-six thousand, fifty-six (99,736,056) new common, registered, book-entry shares, with no par value, at an issue price of fifteen reais and sixty centavos (R$15.60) per share, determined in accordance with paragraph 1, section III of Article 170 of the Brazilian Corporation Law, to be paid in local currency with the approval of a partially subscribed capital increase permitted, provided that at least forty-seven million, eight hundred and forty-eight thousand, five hundred and twenty-four (47,848,524) common shares are subscribed, corresponding to a minimum increase of seven hundred and forty-six million, four hundred and thirty-six thousand, nine hundred and seventy-four reais and forty centavos (R$746,436,974.40); and (ii) to provide authorization for the Company‘s management to perform all of the acts necessary to effect the increase in the Company‘s capital stock pursuant to the resolution of item "i" above.

7. RESOLUTIONS: The meeting was called to order, the reading of the documents and proposals on the agenda was waived, and, after examining, discussing and voting on the matters, the shareholders in attendance resolved:

7.1. To approve, by one hundred and thirty-one million, one hundred and twenty one thousand, one hundred and five (131,121,105) votes in favor, no votes against and no abstentions, the drawing up of these minutes in summary format, including dissenting votes and manifestations, and containing only the resolutions taken, pursuant to paragraph 1, Article 130, of the Brazilian Corporation Law, as well as the publication of these minutes with the omission of shareholders‘ signatures, pursuant to paragraph 2, Article 130 of the Brazilian Corporation Law

7.2. To approve, by one hundred and twenty-seven million, four hundred and forty-seven thousand, three hundred and forty-seven (127,447,347) votes in favor, with one hundred and eighteen thousand, four hundred and fifty-eight (118,458) votes against and three million, five hundred and fifty-five thousand, three hundred (3,555,300) abstentions, to increase the Company‘s capital stock in the amount of up to one billion, five hundred and fifty-five million, eight hundred and eighty-two thousand, four hundred and seventy-three reais and sixty centavos (R$1,555,882,473.60), with the private placement of up to ninety-nine million, seven hundred and thirty-six thousand, fifty-six (99,736,056) new common, registered, book-entry shares, with no par value, at an issue price of fifteen reais and sixty centavos (R$15.60) per share, pursuant to subsection III, paragraph 1 of Article 170 of the Brazilian Corporation Law, to be paid in local currency.

7.2.1. Partial approval. Approval may be granted for a partially subscribed capital increase, provided that at least forty-seven million, eight hundred and forty-eight thousand, five hundred and twenty-four (47,848,524) common shares are subscribed, corresponding to a minimum increase of seven hundred and forty-six million, four hundred and thirty-six thousand, nine hundred and seventy-four reais and forty centavos (R$746,436,974.40) ("Minimum Subscription").

7.2.2. Maximum and minimum values of the capital increase. Given the possibility of the approval of a partially subscribed capital increase, the Company‘s capital stock may increase from the current level of nine hundred and fifty million, five hundred and ninety-eight thousand, and forty-seven reais and fifty-four centavos (R$950,598,047.54) to at least one billion, six hundred and ninety-seven million, thirty-five thousand, and twenty-one reais and ninety-four centavos (R$1,697,035,021.94) and a maximum of up to two billion, five hundred and six million, four hundred and eighty thousand, five hundred and twenty-one reais and fourteen centavos (R$2,506,480,521.14).

7.2.3. Establishing the issue price. The issue price of fifteen reais and sixty centavos (R$15.60) per share was established, without undue dilution of the current shareholders, in accordance with section III, paragraph 1 of Article 170 of the Brazilian Corporation Law, based on the weighted average price of the Company‘s shares during the sixty (60) trading sessions of the BM&FBOVESPA SA - São Paulo Securities, Commodities and Futures Exchange ("BM&FBOVESPA") prior to December 22, 2015, plus a premium of approximately twenty-four and eighty-four one-hundredths of a percent (24.84%).

7.2.4. Allocation of the issue price. The entirety of the issue price for the shares will be allocated to the Company‘s capital stock. No amount will be used for the formation of the Company‘s capital reserve.

7.2.5. Payment. Subject to the operational procedures to be detailed in a timely notice issued by the Company, the new common, registered, book-entry shares, with no par value, will be paid for in cash, in Brazilian currency.

7.2.6. Rights of the new shares. The new common, registered, book-entry shares, with no par value, to be issued will be entitled to the full payment of dividends and/or interest on equity and any other rights that may be declared by the Company as of this date, in equal basis with all other existing shares.

7.2.7. Preemptive rights. Under the terms of Article 171 of the Brazilian Corporation Law, each existing common share will give the holder the right to subscribe for 0.5194756648 new common, registered, book-entry shares, with no par value, that are to be issued.

7.2.8. The base date for preemptive rights. The preemptive rights to subscribe for the new common shares will be allocated to the Company‘s shareholders on January 22, 2016, as those shares are registered at the Central Depository of the BM&FBOVESPA ("BM&FBOVESPA Central Depository") and Itaú Corretora de Valores S.A., which is the institution responsible for the bookkeeping of the Company‘s shares ("Itaú Corretora").

7.2.9. Trading ex-subscription rights. The Company‘s shares will be traded ex-subscription rights as of January 26, 2016 (inclusive).

7.2.10. Expiration of preemptive rights. In keeping with the procedures to be detailed in the notice to shareholders to be disclosed by the Company, the preemptive rights to subscribe for shares from the capital increase may be freely assigned to third parties, pursuant to Art. 171, paragraph 6 of the Brazilian Corporation Law

7.2.11. Deadline for exercising preemptive rights. Preemptive rights must be exercised within a period of thirty (30) days from the date of publication of the notice to shareholders informing of the opening of the subscription period.

7.2.12. Procedure for exercising preemptive rights. The procedures for exercising preemptive rights for both shareholders whose shares are deposited at Itaú Corretora as well as for shareholders with shares held at the BM&FBOVESPA Central Depository, will be detailed in the notice to shareholders to be released by the Company.

7.2.13. Conditional subscription. Because of the possibility of the approval of a partially subscribed capital increase, the underwriters may condition their investment decision on the final conditions of the capital increase. Thus, upon signing the subscription form, the applicant may condition their subscription for shares: (i) on the subscription of all of the capital increase shares, for the maximum amount of one billion, five hundred and fifty-five million, eight hundred and eighty-two thousand, four hundred and seventy-three reais and sixty centavos (R$1,555,882,473.60), or (ii) on the subscription of a minimum proportion or number of shares, defined at the subscriber’s own discretion, which may not be less than the Minimum Subscription. In case the item "ii" above, the subscriber, upon subscription, should indicate if they will receive: (a) all of the subscribed shares; or (b) the number of shares equivalent to the proportion between the number of shares actually subscribed and the maximum number of capital increase shares. In the absence of an explicit statement, it will be assumed the subscriber‘s interest is in receiving the totality of the shares subscribed.

7.2.14. Subscription receipts. It will not be possible for those who have exercised their subscription rights in a form susceptible to subsequent variations to trade subscription receipts until the capital increase is approved. Thus, the Company shall not be liable for any losses arising from trading subscription receipts, given that they are subject to future specific conditions.

7.2.15. Reserving unsubscribed shares. In accordance with the specific procedures of the BM&FBOVESPA Central Depository for Securities or Itaú Corretora, as appropriate, the subscriber shall, upon subscription, request to reserve any remaining shares not subscribed during the period for exercising the preemptive rights.

7.2.16. Subscription period for unsubscribed shares. After the deadline for exercising preemptive rights, if there is any amount of unsubscribed shares (even if the Minimum Subscription has already been reached) a notice to shareholders will be issued informing them of the opening of a period of five (5) days for the subscription and allotment of unsubscribed shares.

7.2.17. Subscription of unsubscribed shares. The subscriber who requests the reservation of the remaining unsubscribed shares may subscribe in proportion to the preemptive rights to subscribe for shares - both their own and those acquired from third parties - provided that they are effectively and timely exercised, pursuant to Art. 171, paragraph 7, item "b" of the Brazilian Corporation Law.

7.2.18. Additional request for unsubscribed shares. Besides the number of unsubscribed shares to which they are entitled, calculated in proportion to the preemptive rights effectively exercised, pursuant to Art. 171, paragraph 7, item "b" of the Brazilian Corporation Law, the subscriber may, upon subscription of unsubscribed shares, request an additional amount of unsubscribed shares that are left over, limited to the total number of unsubscribed shares.

7.2.19. Apportionment of remaining unsubscribed shares. If there are more requests for the remaining unsubscribed shares than the total number of outstanding shares pending subscription, there will be a proportional apportionment among the subscribers interested in the remaining shares, pursuant to Article 171, paragraph 7, item "b" of the Brazilian Corporation Law. The ratio of remaining shares to be allocated in the allotment is calculated multiplying (i) the number of shares effectively subscribed by the subscriber in question during the period for the exercise of preemptive rights by (ii) the result of dividing (a) the total number of remaining shares available for subscription by (b) total number of effectively subscribed shares during the term for the exercise of preemptive rights by all subscribers still interested in the remaining unsubscribed shares.

7.2.20. Additional rounds for the subscription of remaining unsubscribed shares. The Board of Directors, with the objectives of maximizing the investment in the Company and creating value for shareholders, may, in its sole discretion, decide to carry out additional rounds for the subscription of the remaining unsubscribed shares.

7.2.21. Trading of the subscription rights for the remaining unsubscribed shares is prohibited. The subscription rights for the remaining unsubscribed shares may not be traded, sold or transferred.

7.2.22. Fractions of shares. The fractions of shares resulting from the exercise of preemptive rights or the subscription rights for the remaining unsubscribed shares shall be disregarded.

7.2.23. Firm subscription commitment. According to the material fact released on December 23, 2015, as part of the investment agreement between Salic (UK) Ltd. ("SALIC UK"), VDQ Holdings S.A. and the Company, SALIC UK assumed the obligation to subscribe and pay in, both during the period for exercising preemptive rights, as well as for the deadline for the subscription of the remaining unsubscribed shares, for an amount of common, registered, book-entry shares, with no par value, corresponding to nineteen and ninety-five one-hundredths of a percent (19.95%) of the total amount of shares issued by the Company after the capital increase.

7.2.24. Considerations and indemnifications. In negotiating the investment agreement, in keeping with standard practices in transactions of this nature, the Company, in consideration of the subscription obligation and payment assumed by SALIC UK, (i) made statements in favor of SALIC UK, their business and operations, contingencies and liabilities, and (ii) undertook to indemnify SALIC UK for certain losses arising before the closing date of the investment agreement.

7.2.25. Lack of an auction for the remaining unsubscribed shares. Given the possibility of the ratification of a partially subscribed capital increase and considering that the firm subscription commitment of SALIC UK will ensure the Minimum Subscription, upon completion of the period for unsubscribed shares and in compliance with the item 7.2.20 above, there will be no auction for the remaining unsubscribed shares provided for by Art. 171, paragraph 7, item "b", in fine, of the Brazilian Corporation Law.

7.2.26. No opening of a term for withdrawals. Given that it will be possible to condition subscription for the capital increase under the terms of item 7.2.13 above, there will be no additional time granted for the retraction of investment decisions after the end of the rounds for remaining unsubscribed shares, even if the Capital Increase were partially subscribed.

7.2.27. Approval and amendment of the bylaws. Having reached the Minimum Subscription and finalized at least one round for the subscription of unsubscribed shares, the Board of Directors shall convene an extraordinary meeting to approve the capital increase, even if it is partially subscribed, and amend the wording of Article 5 of the Company‘s Bylaws to include the new amount of capital stock.

7.2.28. Definition of the procedures by Management. The Company’s management shall, through the release of a notice to shareholders, establish the specific procedures for exercising preemptive rights, requests, apportionment, subscription and payment in accordance with the guidelines of the BM&FBOVESPA and Itaú Corretora, seeking to preserve shareholders‘ rights and the efficiency of the capital increase process. Provided that the rights of shareholders are safeguarded and ensuring a broad dissemination through the notice to shareholders, the Company’s management may (a) modify, in favor of shareholders and subscribers, the deadlines set by the meeting to resolve on the Capital Increase, relating to: (i) the preemptive rights, which may be broadened; and (ii) the subscription rights for any remaining unsubscribed shares from the Capital Increase, which may be broadened; and (b) mandate the execution of additional rounds to reoffer the remaining unsubscribed shares, as it deems necessary and always with a view to maximizing investment in the Company and the creation of value for shareholders.

7.3. To approve, by one hundred and twenty-seven million, five hundred and sixty-five thousand, eight hundred and five (127,565,805) votes in favor, no votes against and three million, five hundred and fifty-five thousand, three hundred (3,555,300) abstentions, the granting of authorization for the Company’s management to perform all of the acts necessary to increase the Company‘s capital stock, pursuant to the above resolution.

7.3.1. The Company’s management shall have broad power to establish specific procedures for exercising the preemptive rights to reserve the remaining unsubscribed shares, to subscribe to the remaining unsubscribed shares, to allocate and auction off any remaining unsubscribed shares in accordance with the guidelines of the BM&FBOVESPA and Itaú Corretora, and, provided that they safeguard the rights of shareholders and ensure a broad dissemination through a notice to shareholders, the Company’s management may (a) modify, in favor of shareholders and subscribers, the deadlines set by the meeting to resolve on the capital increase, relating to: (i) the preemptive rights, which may be broadened; and (ii) the subscription rights for any remaining unsubscribed shares from the Capital Increase, which may be broadened; and (b) mandate the execution of additional rounds to reoffer the remaining unsubscribed shares, as it deems necessary and always with a view to maximizing investment in the Company and the creation of value for shareholders.

8. STATEMENTS AND DOCUMENTS: The written statements for shareholder votes were received and initialed by the Chairman of the Meeting and filed at the Company‘s headquarters.

9. CLOSURE: There being no further business to discuss, the meeting was adjourned for the time necessary to draw up these minutes, which were read, approved and signed by those present. Barretos, January 22, 2016. Presiding: Edivar Vilela de Queiroz - Chairman (signed below); Matheus Menezes de Oliveira - Secretary (signed below). Management: Eduardo Pirani Puzziello - Investor Relations Officer (signed below). Fiscal Council Representative: Luiz Manoel Gomes Junior (signed below).

This is a free English translation of the original minutes, drawn up in the Company‘s record of Minutes of the Shareholders’ Meetings.

Barretos, January 22, 2016.

Matheus Menezes de Oliveira
Secretary


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