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Minutes of the Board of Directors‘ Meeting - New Buyback Program - Program of Shares Purchase Option

Minutes of the Board of Directors‘ Meeting

1. Date, Time and Place: March 5th, 2018, at 11 a.m., at the Company’s office, located in the city of São Paulo, State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, 758, 8th floor, suite 82, Postal Code 04542-000.

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

3. Call Notice: Call notice was submitted to the members of the Board of Directors of the Company on February 18, 2018.

4. Attendance: The totality of the members of the Board of Directors of the Company were present being part of the members in person at the local of the meeting and other members participating in the meeting through remote devices, as allowed by Article 18, §1° of the Company’s Bylaws.

5. Agenda: The members of the Board of Directors of the Company gathered to examine, discuss and decide upon the following agenda: 5.1. Cancel shares issued by the Company acquired within the scope of the 2017 Repurchase Plan and currently maintained in treasury; 5.2. Amend the Articles of Incorporation of the Company to reflect the new quantity of shares, as a result of the cancellation referred to above, if approved, and its submission to analysis by the Extraordinary General Meeting; 5.3. Call Extraordinary General Meeting of the Company to decide upon item (5.2.) above, if approved; 5.4. Under the terms of article 19, item XVI, of the Articles of Incorporation of the Company, provided that the requirements established in CVM Instruction No. 567, of September 17th, 2015 ("ICVM 567/2015") have been satisfied, create the new Program to acquire shares issued by the Company. 5.5. Approve the First Program of Shares Purchase Option of the Company ("First Program") within the scope of the "Second Plan of Concession of Options to Purchase Shares Issued by Minerva S.A.", as approved by the Extraordinary General Meeting of the Company held on April 12, 2017 ("Options Plan"); 5.6. Approve the Second Program of Shares Purchase Option of the Company ("Second Program") within the scope of the Options Plan; 5.7. Ratify the favorable vote cast by the Company in the 7th Amendment to the Articles of Association of its controlled company, Minerva Comercializadora de Energia Ltda. ("Minerva Comercializadora"), which approved the amendment to and restatement of its Articles of Association; 5.8. Ratify the favorable vote cast by the Company in the 19th Amendment to the Articles of Association of its controlled company, Intermeat Assessoria e Comércio Ltda. ("Intermeat"), which approved the amendment to and restatement of its Articles of Association; 5.9. Ratify the favorable vote cast by the Company in the Extraordinary General Meeting of its controlled company, Red Carnica S.A.S ("Red Carnica"), which approved the increase of its capital; 5.10. Change the publication means used by the Company to disclose its corporate acts; 5.11. Ratify the withdrawal, without good cause, of Mr. Edison Ticle de Andrade Melo e Souza Filho from the office of Chief Financial Officer of the Company; 5.12. Acknowledge that Eduardo Toledo took office as Chief Financial Officer.

6. Resolutions: Subsequently to discussing the subjects, the members of the Board of Directors of the Company, without any restrictions or exceptions, decided as follows:

6.1. Approve, by unanimous vote, the cancellation of six million, two hundred and forty-one thousand, eight hundred (6,241,800) common shares, registered, book-entry and with no par value, issued by the Company, acquired in accordance with the 2017 Repurchase Plan and currently maintained in treasury;

6.1.1. Establish that the 2017 Repurchase Plan shall not be terminated as a result of the cancellation of the shares, approved herein, and that three million (3,000,000) shares of such plan shall remain in treasury;

6.1.2. Establish that the cancellation shall not give rise to the change of the amount of the capital, which shall remain one hundred and thirty-four million, seven hundred and fifty-one thousand, eight hundred and twenty-three Reais, thirty-seven Centavos (R$ 134,751,823.37);

6.1.3. Establish that, by operation of cancellation of shares in treasury, approved in item 6.1., the capital of the Company becomes divided into two hundred and twenty-three million, six hundred and eighteen thousand, four hundred and fifty-nine (223,618,459) common shares, registered, book-entry and with no par value;

6.2. Approve, by unanimous vote, as a result of the cancellation of shares referred to in the previous item, the adjustment of the Articles of Incorporation of the Company, to reflect the current number of shares;

6.3. Approve, by unanimous vote, the call of the Company’s shareholders to gather in Extraordinary General Meeting, to be held on April 26, 2018, to amend article 5 of the Articles of Incorporation, as approved in item 5.2. above;

6.4. Approve, by unanimous vote, the investment of profits and/or reserves available, in accordance with the provisions of article 19, item XVI, of the Articles of Incorporation of the Company, of paragraph 1 of article 30 of Law No. 6,404, of December 15, 1976, as amended ("Brazilian Corporations Law"), and of CVM Instruction No. 567, of September 17, 2015 ("ICVM 567/15"), in the acquisition, in one single transaction or in a sequence of transactions, of up to eight million, three hundred and sixty-five thousand, nine hundred and eighty-three (8,365,983) common shares, registered, book-entry and with no par value, issued by the Company, according to the following terms and conditions ("2018 Shares Repurchase Plan"):

(i) Purpose: The purpose of the Company at implementing the 2018 Repurchase Plan is to increment the generation of amounts for its shareholders as a result of the current discount of shares in the market, by the investment of available funds in the acquisition of shares in stock exchange, at market prices, to remain in treasury, for cancellation or subsequent disposal of shares in the market or their allocation to possible exercise of shares purchase options within the scope of the shares purchase option plan of the Company, with no reduction of the Company’s capital, with due regard for the provisions of paragraph 1 of article 30 of the Brazilian Corporations Law, and of the rules established in ICVM 567/15.

(ii) Outstanding shares: Currently, under the terms of paragraph 3 of article 8 of ICVM 567/15, there are eighty-three million, six hundred and fifty-nine thousand, eight hundred and thirty-four (83,659,834) outstanding common shares, registered, book-entry and with no par value, issued by the Company ("Outstanding Shares").

(iii) Shares in treasury: There are, on this date, three million (3,000,000) shares issued by the Company maintained in treasury.

(iv) Quantity of shares to be acquired: In view of the number of Outstanding Shares and the number of shares maintained in treasury, the Company may, at its exclusive discretion and under the terms of this 2018 Repurchase Program, in compliance with the provisions of article 8 of ICVM 567/15, acquire up to eight million, three hundred and sixty-five thousand, nine hundred and eighty-three (8,365,983) shares, corresponding to up to three point seventy-four percent (3.74%) of the total number of shares issued by the Company and up to ten percent (10%) of the Outstanding Shares on this date.

(v) Price and form of acquisition: The acquisition transactions shall be carried out at BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ("BM&FBOVESPA"), at market price, and the Executive Board of the Company shall decide upon the occasion and number of shares to be acquired, either in one single transaction or in a sequence of transactions, with due regard for the limits provided in the applicable regulations.

(vi) Duration of the 2017 Repurchase Program: The maximum term to make purchases and acquisitions is eighteen (18) months, commencing on March 5, 2018 and ending on September 5, 2019.

(vii) Financial institutions that shall act as intervening parties: The transaction of acquisition of the Company’s shares shall be carried out at market price and intervened by the following brokerage companies:

BTG PACTUAL CORRETORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A.
CNPJ/MF: 43.815.158/0001-22
Av. Brigadeiro Faria Lima, No. 3477, 14th floor.
São Paulo, State of São Paulo
Postal Code 04538-133

UBS BRASIL CORRETORA DE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A.
CNPJ/MF: 02.819.125/0001-73
Av. Brigadeiro Faria Lima, No. 4.440, 7th floor.
São Paulo, State of São Paulo
Postal Code 04538-132

CM CAPITAL MARKETS CCTVM LTDA.
CNPJ/MF: 02.685.483/0001-30
R. Gomes de Carvalho, No. 1195, 4th floor.
São Paulo, State of São Paulo
Postal Code 04547-004

J.P. MORGAN CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S.A.
CNPJ/MF: 32.588.139/0001-94
Av. Brigadeiro Faria Lima, No. 3.729, 13th floor.
São Paulo, State of São Paulo
Postal Code 04538-905

(viii) Available funds: The transactions carried out within the scope of the 2018 Repurchase Program shall be borne by the global amount (a) of the profit and capital reserves, with exclusion of legal reserves, reserves for realizable profits, special reserves of non-distributed dividend and tax incentives reserves; and (b) of the realized result of the year in progress, with exclusion of the amounts to be allocated to form the legal reserve, reserves for realizable profits, special reserves of non-distributed dividend and tax incentives reserves and to pay compulsory dividend.

(ix) Verification of available funds: The existence of available funds to guarantee the transactions of acquisition of own shares shall be verified based upon the most recent annual, interim or quarterly accounting statements disclosed by the Company prior to the actual transfer, to the Company, of the ownership of shares issued thereby.

(x) Precautionary guarantee measures: The use of the interim accounting statements and quarterly financial information to guarantee the transactions shall observe, at least, the following precautionary guarantee measures: (a) segregate the amounts that, if at the end of the financial year, would compulsorily be segregated to cover the reserves necessarily constituted and the amount that would be allocated to the compulsory dividend; (b) make the withholdings necessary to guarantee that the amounts to be used to pay the compulsory dividend at the end of the financial year and to repurchase the shares be totally guaranteed in realized profits (financially available or extremely closely available); and (c) analyze the Company’s past as regards the typical behavior of the result during the remaining phase of the financial year and a projection for the result of the financial year in progress, submitting such information to the Board of Directors.

(xi) Projected amounts of the year-result: In no event shall the use of projected amounts for the result of the year in progress be admitted to guarantee the transactions carried out within the scope of the 2018 Repurchase Program.

(xii) Executive Board Verifications: The Executive Board may solely implement the acquisitions in the event that the Executive Board has taken all precautions necessary to guarantee that: (a) the liquidation of each transaction on their maturity is compatible with the financial situation of the Company, not affecting compliance with the obligations assumed with creditors or the payment of the compulsory dividend; and (b) in the event of verification of existence of available funds based upon interim accounting statements or reflected in the quarterly information reports - ITR, there are no predictable facts capable of giving rise to significant changes in the amount of such funds throughout the remainder of the financial year.

(xiii) Rights of shares maintained in treasury: Under the terms of the applicable legislation, the shares, as long as maintained in treasury, shall have no equity or political rights.

(xiv) Disregard of shares in treasury: Pursuant to paragraph 2 of article 10 of ICVM 567/15, the shares in treasury shall be disregarded in relation to the quorums to open meetings and take resolutions provided in the Brazilian Corporations Law and in the securities market regulations.

(xv) Bonus shares, grouping and splitting: In the event that any grouping, splitting or bonus shares of the Company is approved, the number of shares in treasury shall be modified in the sense of correcting the number of the volume of shares issued thereby in possession of the Company, which shall not change the balance of the equity account that guaranteed the acquisition.

(xvi) Disposal of shares within the scope of the shares purchase option program of the Company: The shares acquired under the terms of this 2018 Repurchase Program may, at the discretion of the Board of Directors, be allocated to possible exercise of shares purchase options within the scope of the shares purchase option program of the Company.

(xvii) Disposal or cancellation of exceeding shares: The Company shall cancel or dispose the shares that exceed the balance of profits and reserves available, within six (6) months from the disclosure of the annual and interim accounting statements or quarterly financial information in which the excess has been ascertained.

6.4.1. Establish that, at approving the Shares Repurchase Program, the Board of Directors has strived, examined and concluded, on this date, that (a) the financial situation of the company is compatible with the liquidation of its acquisitions on their maturity, without affecting compliance with the obligations assumed with creditors or the payment of compulsory dividends; and (b) throughout the remaining period of the financial year, there are no predictable facts capable of giving rise to significant changes in the amount of available funds to carry out the transactions within the scope of the Shares Repurchase Program.

6.5. Approve, by unanimous vote, according to the powers granted thereto by the Options Plan, the First Program, under the terms of the regulations certified by the presiding officers and that is filed at the registered office of the Company;

6.6. Approve, by unanimous vote, according to the powers granted thereto by the Options Plan, the Second Program, under the terms of the regulations certified by the presiding officers and that is filed at the registered office of the Company;

6.7. Ratify, by unanimous vote, the favorable vote cast by the Company in the 7th Amendment to the Articles of Association of its controlled company, "Minerva Comercializadora", which decided upon the amendment to and restatement of its Articles of Association, in the sense of establishing the resignation and substitution of the Executive Officer;

6.8. Ratify, by unanimous vote, the favorable vote cast by the Company in the 19th Amendment to the Articles of Association of its controlled company, "Intermeat", which decided upon the amendment to and restatement of its Articles of Association, in the sense of establishing the resignation and substitution of the Executive Officer and;

6.9. Ratify, by unanimous vote, the favorable vote cast by the Company in the Extraordinary General Meeting of its controlled company, "Red Carnica", which approved the increase of its capital;

6.10. Approve, by unanimous vote, according to the provisions of article 289 of Law 6,404/76 ("Brazilian Corporations Law"), the change of the publication means used by the Company, limiting the publications to solely two journals, i.e., the State Official Gazette and the journal "O Diário" of Barretos, under the terms of such law.

6.10.1. Establish that, under the terms of paragraph 3 of article 289 of the Brazilian Corporations Law, such change shall produce effects subsequently to the acknowledgment of the shareholders by means of publication of the Ordinary General Meeting of the Company, approving the financial year ending on December 31st, 2017.

6.11. Ratify the withdrawal implemented by the Company of Mr. Edison Ticle de Andrade Melo e Souza Filho, Brazilian, married, business administrator, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Marcos Lopes, No. 189, apartment 51, Vila Nova Conceição, Postal Code 04513-080, bearer of identity card RG No. 27.950.462-7 SSP/SP, enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No. 296.300.688-85, from the office of Chief Financial Officer of the Company, for all purposes and effects, including before any federal, state and municipal public bodies, including, but not limited to, the Brazilian Federal Revenue, the Central Bank of Brazil, the Ministry of Finance, the Office of the Attorney-General of the National Treasury, the National Institute of Social Security (INSS), the Federal Savings Bank (Caixa Econômica Federal), the State Treasury Affairs Office and the Municipal Governments, Registry Offices, Ministry of Labor, Ministry of Education and their Secretariats and Unions, banks, financial institutions, either public or private, including any departments and divisions thereof.

6.12. Record that, in accordance with the terms of the Board Meeting held on February 1st, 2018, the current Chief Financial Officer, Eduardo Toledo, Brazilian, married in a partial community property system, production engineer and economist, bearer of the Identity Card (RG) 4.358.259-X (SSP / SP), enrolled with the CPF under No. 103.264.958-51, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Gaivota No. 202, apartment 61, Moema, CEP 04522-030, took office on March 1st, 2018, presenting at the same time the respective declaration of clearing, which will be filed at the Company‘s headquarters.

7. Closing and Drawing up of the Minutes: There being no further business to transact, Mr. Chairman offered the floor to whoever wished to take the floor and, as none of those present demonstrated interest, Mr. Chairman concluded the works and the meeting was adjourned for the period of time necessary to draw up these minutes, which, as the meeting was reopened, were read, approved and signed by all those present. Place and Date: São Paulo, March 5th, 2018. Presiding Officers: (sgd) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Members of the Board of Directors Present: Edivar Vilela de Queiroz, Frederico Alcântara de Queiroz, Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Gabriel Jaramillo Sanint, Sergio Carvalho Mandim Fonseca, Abdullah Ali Aldubaikhi, Salman Abdulrahman Binseaidan, Abdulaziz Saleh Al-Rebdi and José Luiz Rêgo Glaser.

Declaration: I certify that this is a true copy of the minutes drawn up in the Book of Minutes of Meeting of the Board of Directors of the Company No. 11 on pages 222 to 238.

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