Minerva - Investor Relations Mobile
Minutes of the Board of Directors´ Meeting - Ratification of MDF

Minutes of the Board of Directors’ Meeting
held on January 26, 2016

1. Date, Time and Venue: January 26, 2015, at 9:00 a.m., in the City of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, 758, cj. 82, CEP 04542-000.

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

3. Call Notice: The call notice was sent to the members of the Board of Directors on January 11, 2016.

4. Attendance: Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Dorival Antônio Bianchi, Roberto Rodrigues, José Luiz Rego Glaser and Norberto Lanzara Giangrande Júnior.

5. Agenda: The members of the Company’s Board of Directors convened to examine, discuss and vote on of following agenda: (i) ratification of the favorable vote concluded in the Minutes of the Board of Directors’ Meeting of Minerva Dawn Farms Indústria e Comércio de Proteínas S.A. ("MDF"), corporation controlled by the Company, on the issuance of a guarantee with HSBC Bank Brasil S.A., in the amount of R$712,008.00 (seven hundred and twelve thousand and eight reais) for a term of 01 (one) year to ensure the Purchase and Sale of Energy Agreement signed by MDF with Brasil Comercializadora de Energias S/A; and (ii) ratification of all acts performed by MDF’s Directors related to the matter hereby approved.

6. Information Matters: The board members acknowledged the resignations submitted, on this date, by Messrs. Vasco Carvalho Oliveira Neto, Brazilian, married, business administrator, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Armando Petrella, 431, torre 4, 24.° andar, Jardim Panorama, CEP 05679-010, bearer of identity card (RG) No. 24.856.123-6 (SSP/SP), enrolled under individual taxpayer’s ID (CPF/MF) No. 246.042.308-03, and Pedro Henrique Almeida Pinto de Oliveira, Brazilian, married, civil engineer, resident and domiciled in the City of Brasília, Distrito Federal, at SHIS QL 22, conjunto 4, casa 3, CEP 71650-245, bearer of identity card (RG) No. 50.451.713-2 SSP-SP, enrolled under individual taxpayer’s ID (CPF/MF) No. 729.717.037-20, to the positions of sitting members of the Board of Directors, for which they were elected at the Extraordinary General Meeting held on October 01, 2014, filed at the Board of Trade of the State of São Paulo under No. 428.720/14-6, on 10.23.2014.

6.1. The resignation letters submitted by Messrs. Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira have been received on this date and filed at the Company‘s headquarters.

6.2. The resignations of Messrs. Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira have immediate effect as of this date, pursuant to Article 151 of Law 6,404 of December 15, 1976, as amended ("Brazilain Corporate Law").

6.3. The members of the Board of Directors determined the record of their gratitude to the resigning directors, Messrs. Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira, for the services rendered to the Company.

6.4. Since the current term of the Board of Directors members will be due on the date of the annual general meeting to approve the financial statements for the fiscal year ended December 31, 2015, the positions of Messrs. Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira will remain vacant until the new election of all members of the Board of Directors to be held at the referred annual general meeting.

6.5. Due to the resignations of Messrs. Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira to the positions of sitting Board of Directors members, the Company‘s Board of Directors, from now and up to the date of the annual general meeting that will analyze the financial statements for the fiscal year ended December 31, 2015, will be composed of the following members:

(i) EDIVAR VILELA DE QUEIROZ, Brazilian, married, businessman, resident and domiciled in the City of Barretos, State of São Paulo, at Avenida 45, 433, Primavera, CEP 14.780-750, bearer of identity card (RG) No. 2.703.604 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 130.641.938-72, as sitting member;

(ii) ANTONIO VILELA DE QUEIROZ, Brazilian, married, businessman, resident and domiciled in the City of Barretos, State of São Paulo, at Rua 14, 354, Centro, CEP 14.780-040, bearer of identity card (RG) No. 5.080.724 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 263.245.398-49, as sitting member;

(iii) IBAR VILELA DE QUEIROZ, Brazilian, married, businessman, resident and domiciled in the City of Barretos, State of São Paulo, at Avenida 31, 1.536, Baroni, CEP 14.780-360, bearer of identity card (RG) No. 3.179.460 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 043.638.178-87, as sitting member;

(iv) NORBERTO LANZARA GIANGRANDE JÚNIOR, Brazilian, married, chief executive officer, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Amarilis, 50, casa 4, Cidade Jardim, CEP 05673-030, bearer of identity card (RG) No. 16.261.672-7 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 115.491.278-70, as sitting member;

(v) DORIVAL ANTÔNIO BIANCHI, Brazilian, married, bank employee, resident and domiciled in the City of Barueri, State of São Paulo, at Alameda Colômbia, 813, Alphaville II, CEP 06470-010, bearer of identity card (RG) No. 3.090.248 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 035.926.938-91, as sitting member;

(vi) ROBERTO RODRIGUES, Brazilian, divorced, agricultural engineer, resident and domiciled in the City of São Paulo, State of São Paulo, at Alameda Ministro Rocha Azevedo, 38, apartamento 1.704, Jardim Paulista, CEP 01.410-000, bearer of identity card (RG) No. 2.829.820-2 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 012.091.598-72, as sitting independent member;

(vii) ALEXANDRE LAHOZ MENDONÇA DE BARROS, Brazilian, married, agricultural engineer, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Angelina Maffei Vita, 625, apartamento 21, Jardim Europa, CEP 01.455-070, bearer of identity card (RG) No. 18.153.939 (SSP/SP) and enrolled under individual taxpayer’s ID (CPF/MF) No. 171.570.928-40, as sitting independent member; and

(viii) JOSÉ LUIZ RÊGO GLASER, Brazilian, married, business administrator, resident and domiciled in the city of São Paulo, State of São Paulo, at Alameda Casa Branca, 977, apartamento 161, Jardim Paulista, CEP 01.408-001, bearer of identity card (RG) No. 972.547-4 (SSP/PR) and enrolled under individual taxpayer’s ID (CPF/MF) No. 856.066.268-53, as sitting independent member.

7. Resolutions: After discussing the matters on the Agenda, the members of the Company’s Board of Directors resolved, unanimously and without any restrictions:

7.1. To approve the ratification of the favorable vote concluded in the Minutes of the Board of Directors’ Meeting of MDF, corporation controlled by the Company, on the issuance of a guarantee with HSBC Bank Brasil S.A., in the amount of R$712,008.00 (seven hundred twelve thousand and eight reais) for a term of 01 (one) year to ensure the Purchase and Sale of Energy Agreement signed by MDF with Brasil Comercializadora de Energias S/A ("Guarantee").

7.2. To approve the ratification of all acts performed by MDF’s Directors related to the granting of the Guarantee approved in item 7.1 above.

7.3. The Board members on this date acknowledged the resignation requests submitted by Messrs. Vasco Carvalho Oliveira Neto and Pedro Henrique Almeida Pinto de Oliveira to the positions of members of the Board of Directors. The resignation letters have been received and filed at the Company‘s headquarters.

8. Closure and Drawing up of Minutes: There being no further business to discuss, the Chairman offered the floor to anyone who intended to speak, and 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. Place and Date: São Paulo, January 26, 2016. Presiding Board: (aa) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (aa) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Dorival Antônio Bianchi, Roberto Rodrigues, José Luiz Rego Glaser and Norberto Lanzara Giangrande Júnior.

Declaration: This is a free English translation of the original minutes drawn up in the Book of Minutes of the Company’s Board of Directors’ Meetings No 10, pages 39 to 44.

São Paulo, January 26, 2016.

_____________________________
Fernando Galletti de Queiroz
Secretary


Contact IR

Phone : +55 (11) 3074-2444
E-mail: ri@minerva.com.br

© 2019 Minerva.
All rights reserved.