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MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING - ESM

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
HELD ON OCTOBER 20th, 2017

1. DATE, TIME AND VENUE: The meeting was held on October 20th, 2017, at 11 a.m., at the headquarters of Minerva S.A. ("Company"), at prolongamento da Avenida Antonio 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 BOARD: Ibar Vilela Queiroz chaired the meeting and Vanessa Figueiredo Gonçalves acted as secretary.

3. DOCUMENTS AVAILABLE TO SHAREHOLDERS: All documents related to the matters on the agenda were made available to shareholders on the Company’s headquarters and on the websites of the Company (www.minervafoods.com), the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and B3 S.A. - Brasil, Bolsa, Balcão (www.bmfbovespa.com.br), on February 24, 2017, disclosure date of the first call notice.

4. CALL NOTICE: The call notice was published pursuant to article 124 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), (i) in the "Official Gazette of the State of São Paulo", issues of September 20th, September 21st, and September 22nd, 2017, pages 11, 12 and 21, respectively; (ii) in the "O Estado de São Paulo" newspaper, issues of September 20th, September 21st, and September 22nd, 2017, pages B8, B13 and B11, respectively; and (iii) in the "O Diário" newspaper (Barretos), issues of September 20th, September 21st, and September 22nd, 2017, all of them on page 3.

5. ATTENDANCE: Shareholders representing 68.585408% of the Company’s voting capital, as per the signatures in the Shareholders’ attendance book. Pursuant to paragraph 1 of article 134 of Brazilian Corporation Law, the meeting was also attended by Ibar Vilela de Queiroz, Management’s representative and, pursuant to paragraph 1 of article 8 of Brazilian Corporation Law, by Fabrício La Gamba, representing VERDUS AUDITORES INDEPENDENTES. Pursuant to the caput of article 164 of Brazilian Corporation Law, Emerson Cortezia de Souza also attended the meeting as substitute representative of the Fiscal Council.

6. AGENDA: The Company’s shareholders meeting was called to examine, discuss and vote on the following matters: (i) approval of the "Private Instrument of Protocol and Reasoning of the Merger of Minerva Indústria e Comércio de Alimentos S.A. into Minerva S.A.", celebrated by the management of Minerva Indústria e Comércio de Alimentos S.A., a privately-held corporation incorporated under the laws of Brazil, with headquarters in the city of Rolim de Moura, State of Rondônia, at Rodovia RO 010, km 14,5, sentido Pimenta Bueno, CEP 76940-000, registered under the corporate taxpayers ID (CNPJ/MF) number 07.955.536/0001-00, whose articles of incorporation are filed with the Commercial Registry of the State of Rondônia under Company Registry (NIRE) number 11300002164, becoming a wholly owned subsidiary of the Company ("Incorporated" or "Minerva Alimentos") and of the Company’s management on September 18th, 2017, as reflected in the terms of incorporation of Minerva Alimentos by the Company ("Protocol"); (ii) ratification of the designation and contracting of VERDUS AUDITORES INDEPENDENTES, a general partnership inscribed in the roll of corporate taxpayers (CNPJ) under number 12.865.597/0001-16, with its acts of incorporation registered with the 5th Registry of Deeds, Documents and Corporate Civil Registry of the state capital, on November 5, 2010, under number 44.348, and 1st contract amendment on August 26, 2013, under number 52.174, registered with the Regional Accounting Council of the State of São Paulo under number 2SP 027.296/O-2, headquartered 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 a specialized company contracted to prepare the valuation report of the Acquired Company’s equity ("Valuation Report"); (iii) approval of the Valuation Report prepared by the Appraisal Company; (iv) merger of Minerva Alimentos by the Company, consequently extinguishing Minerva Alimentos ("Merger"); (v) amendment of article 10, §1° of the Bylaws to modify the call notice for the Company’s General Meetings; (vi) amendment of article 5 of the Bylaws to modify the number of shares of the Company; (vii) consolidation of the Company’s Bylaws; (viii) authorization for Company’s management to execute all necessary acts in order to carry out the above resolutions.

7. RESOLUTIONS: In accordance with Brazilian Corporation Law, the Company’s extraordinary shareholders’ meeting was installed after achieving the legal minimum quorum. The reading of the documents and proposals of the agenda was waived and, after examining, discussing and voting on the matters on the agenda, the Company’s Extraordinary Shareholders’ Meeting resolved on the following:

7.1. To approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the drawing up of these minutes in summary format, including dissenting votes and protests, and including only the transcription of the resolutions taken, as permitted by article 130, paragraph 1, of Brazilian Corporation Law, as well as the publication of these minutes omitting the shareholders’ signatures, pursuant to paragraph 2, article 130 of Brazilian Corporation Law.

7.2. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the Protocol, which summarizes the terms, clauses and conditions of the merger of Minerva Alimentos into the Company, and whose private instrument, signaled by the Board, will be filed at the Company’s headquarters as Document #1.

7.3. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the ratification of the designation and contracting of the Appraisal Company to prepare the Valuation Report.

7.3.1. Pursuant to the law in effect, the Appraisal Company declared that: (i) it does not hold, directly or indirectly, any security or derivative referenced to a security issued by the Company or the Acquired Company; (ii) it does not have a conflict of interest that reduces the independence necessary to perform its duties; and (iii) the controlling shareholders and Management of the Company or the Acquired Company have not limited in any way the execution of the necessary work.

7.4. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the Valuation Report.

7.4.1. The Acquired Company’s equity was assessed by its book value through which equity is measured pursuant to the accounting practices adopted in Brazil, as defined in item 7 of Pronouncement 26(R1) of the Accounting Pronouncements Committee.

7.4.2. The Appraisal Company carried out its valuation work based on Minerva Alimentos’ accounting records and financial statements as at June 30th, 2017 ("Reference Date").

7.4.3. Pursuant to the Valuation Report prepared by the Appraisal Company, the book value of the Acquired Company’s equity on the Reference Date corresponds to eighty-nine million, one hundred and sixty-seven thousand, nine hundred and fifty reais and three centavos (R$89.167.950,03).

7.4.4. The equity variations related to the Acquired Company’s equity occurred between the Reference Date and the actual transaction date will be absorbed by the Company.

7.5. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the Merger, pursuant to the terms and conditions of the Protocol.

7.5.1. Under the merger, the Company will succeed Minerva Alimentos, by universal title and without interruption, in all assets, rights, claims, faculties, powers, immunities, actions, exceptions, duties, obligations, subjections, burdens and responsibilities of Minerva Alimentos, regardless of whether or not they have an equity nature.

7.5.2. With the execution of the merger, Minerva Alimentos will be automatically dissolved, for all intents and purposes, without the need to liquidate its assets.

7.5.3. Pursuant to article 234 of Brazilian Corporation Law, the merger certificate issued by the Corporate Registry will be a valid document for the registration, in the competent public and private records, of the universal succession by the Company in all assets, rights, claims, faculties, powers, immunities, actions, exceptions, duties, obligations, subjections, burdens and responsibilities of the Acquired Company.

7.5.4. The Company will succeed Minerva Alimentos, without interruption, in all assets and rights related to the establishments of Minerva Alimentos, so that the activities performed by the Acquired Company in its establishments will be performed, without interruption, by the Company, as described in the Protocol.

7.5.5. Considering that the Company will succeed the Acquired Company in its establishment located in the city of Rolim de Moura, state of Rondônia, at Rodovia RO 010, Km 14,5, sentido Pimenta Bueno, CEP 76940-000, the exploration of the activities, without interruption, will be carried out through the branch of the Company, located in the city of Rolim de Moura, state of Rondônia, at Rodovia RO 010, Km 14,5, sentido Pimenta Bueno, Caixa Postal 99, CEP 76940-000, registered at CNPJ/MF n° 67.620.377/0074-70, NIRE 11900192665 and IE 00000004847636, where will be carried out the main activity of slaughtering of cattle (CNAE 10.11-2-01) and the secondary activities of: Wholesale of beef and pork and meat products (CNAE: 46.34-6-01), Manufacture of meat products (CNAE: 10.13-9-01), Preparation of by-products of slaughter (CNAE: 10.13-9-02) and Wholesale of foodstuffs in general (CNAE: 46.39-7-01).

7.5.6. The merger will not increase the Company’s capital stock, given that: (i) the Company’s investment in the Acquired Company will be cancelled and replaced by the assets and liabilities that comprise the Acquired Company’s assets, which will be absorbed by the Company; (ii) the Company holds all shares issued by the Acquired Company; (iii) given the equity method used, the book value of the Company’s investment in the Acquired Company corresponds to the total value of the Acquired Company’s assets on the Reference Date; and (iv) the operation will not increase the Acquired Company’s assets.

7.5.7. Goodwill recorded by the Company upon the merger of Minerva Alimentos’ shares will be allocated to the Company based on its nature and pursuant to the tax law regulations; it can be used for tax purposes in the years subsequent to the merger, based on specific tax regulations.

7.5.8. The merger will not be based on an exchange ratio for the Acquired Company’s shares, given that (i) the Company holds all shares issued by the Acquired Company and there are no minority shareholders who should migrate to the Company; (ii) the shares issued by the Acquired Company held by the Company will be extinct at the moment of the merger; (iii) the transaction will not increase the Company’s capital stock; and (iv) the transaction will not imply the issue of new shares by the Company.

7.5.9. Declare the valuation of the equity of the Company and the Acquired Company to be unjustified for comparison purposes in support of the exchange ratio provided for in article 264 of Brazilian Corporation Law, given that: (i) the Company holds all shares issued by the Acquired Company and there are no minority shareholders who should migrate to the Company; (ii) the shares issued by the Acquired Company and held by the Company will be extinct at the moment of the merger; (iii) the merger will not increase the Company’s capital stock; (iv) the transaction will not imply the issue of new shares by the Company; and (v) even if the equities of the Company and Minerva Alimentos were valued at market prices, there would still not be an exchange ratio for shares held by minority shareholders.

7.5.10. Pursuant to articles 136 and 137 of Brazilian Corporation Law, the Company’s current shareholders will not be entitled to withdrawal rights following the approval of the merger.

7.5.11. Given that the Company is the only shareholder of the Acquired Company, pursuant to articles 137 and 230 of Brazilian Corporation Law, there are no shareholders dissenting from the resolution of the Acquired Company’s Extraordinary Shareholders’ Meeting.

7.6. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the amendment to the article 10, paragraph 1 of the Company’s By-Laws to change the call notice period for the Company’s Shareholders’ Meetings if the Company has a sponsored Depositary Receipt Program in place on the date of the call notice, pursuant to article 8 of ICVM 559/15, which shall have the following wording:

"Article 10. Article 10. The Shareholders’ Meeting will be convened on an ordinary basis 1 (one) time per year and, on an extraordinary basis, when convened under the terms of Law No. 6404, dated December 15, 1976, as amended ("Corporate Law") or of these Bylaws.

Paragraph 1. The Shareholders’ Meeting will be convened by the Board of Directors or, in the cases provided for in the law, by shareholders or by the Audit Committee, if any, by means of published notice, and the first summons must be made at least 15 (fifteen) days in advance, and the second, at least 8 (eight) days in advance. The first call period will be 30 (thirty) days if the Company has a sponsored Depositary Receipt Program in place on the date of the call notice.
(…)"

7.7. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the amendment to the article 5 of the Company’s By-laws to change the number of shares in the Company’s share capital in order to reflect the cancellation of treasury shares due to the 2016 Buyback Plan, as resolved by the Board of Directors on March 20, 2017, which shall have the following wording:

"Article 5. The capital stock totals R$134,751,823.37 (one hundred and thirty-four million, seven hundred and fifty-one thousand, eight hundred and twenty-three reais and thirty-seven centavos), fully subscribed and paid up, and divided into 229,860,259 (two hundred and twenty-nine million, eight hundred and sixty thousand, two hundred and fifty-nine) ordinary shares, with all of them being nominative, book-entry, and non-par value shares parts."

7.8. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the consolidation of the Company’s Bylaws, already including the amendments resolved on items 7.6 and 7.7 above, which shall have the wording of Exhibit I hereto.

7.10. Approve, by 152,162,531 (one hundred and fifty-two million, one hundred and sixty-two thousand, five hundred and thirty-one) votes for, no votes against and no abstentions, the authorization for the Company’s Management to take all the measures necessary to execute the resolutions approved herein, including the signature of all related documents and compliance with all formalities, pursuant to the terms and conditions provided for herein.

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

9. CLOSURE: There being no other business to discuss, the Chairman adjourned the meeting for the time necessary to draw up these minutes in summary format, pursuant to article 130, paragraph 1, of Brazilian Corporation Law, which were read, approved and signed by all attendees.

Barretos, October 20th, 2017.

Vanessa Figueiredo Gonçalves
Secretária


Contact IR

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

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