Minutes of the Board of Directors’ Meeting held on September 9, 2013
1. DATE, TIME AND VENUE: September 9, 2013 at 6:00 p.m. at the Company’s headquarters, at prolongamento da Avenida Antônio Manço Bernardes, s/n.º, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14.781-545, in the city of Barretos, state of São Paulo.
2. PRESIDING BOARD: The meeting was presided over by Edivar Vilela de Queiroz who invited Juliana Helena Desani Garcia to act as secretary.
3. CALL NOTICE: The call notice was waived given the presence of all members of the Company’s Board of Directors.
4. ATTENDANCE: All the members of the Company’s Board of Directors attended the meeting.
5. AGENDA: The members of the Company’s Board of Directors met to resolve on: (a) the conclusion of the Company’s share buyback program; (b) the sale of the Company’s shares currently held in treasury; and (c) the authorization to the Company’s Board of Executive Officers to take all measures and perform all acts necessary to implement the resolution approved herein.
6. RESOLUTIONS: After discussing the matters on the agenda, the Board members unanimously and without restrictions resolved the following:
6.1 To approve the share buyback program created by the Company’s Board of Directors at the meeting held on February 18, 2013, through which the Company acquired nine million, five hundred thirty thousand, five hundred and thirty-two (9,530,532) registered, book-entry common shares with no par value issued by the Company to be held in treasury for future cancellation or sale.
6.2 To approve the sale of the registered, book-entry common shares with no par value issued by the Company and held in treasury, in accordance with CVM Instruction 10, of February 14, 1980, as amended ("ICVM 10/80"), and pursuant to the conditions described below ("Sale of the Shares Held in Treasury"):
i. The Company’s purpose with this transaction: The Sale of the Shares Held in Treasury has the purpose of increasing the liquidity of the Company’s shares.
ii. Number of shares to be sold: The Sale of the Shares Held in Treasury will be limited to up to nine million, five hundred thirty thousand, five hundred and thirty-two (9,530,532) registered, book-entry common shares with no par value issued by the Company and held in treasury.
iii. Maximum period to carry out the authorized transactions: The Sale of the Shares Held in Treasury may be carried out in up to one hundred and eighty (180) days as of today.
iv. Number of shares in the free float: there are currently ninety-five million, four hundred twenty-four thousand, eight hundred and fifty-nine (95,424,859) outstanding registered, book-entry, common shares with no par value, as defined by Article 5 of ICVM 10/80.
v. Intermediary financial institutions: The transactions will be carried out at market price with the intermediation of BTG Pactual CTVM S.A., headquartered in the city and state of São Paulo, at Avenida Brigadeiro Faria Lima, n.º 3.477, 14º andar, Itaim Bibi, CEP 04.538-133, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 43.815.158/0001-22.
6.3 To authorize the Company’s Board of Executive Officers to, in good faith and in conformity with the Board of Directors‘ Meeting, take all measures and perform all acts necessary to implement the resolutions taken in the aforementioned items, as well as ratify the acts already performed by the Board of Executive Officers to this end, as applicable.
7. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, and after the Chairman offered the floor to anyone who intended to speak, 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. Venue and Date: Barretos, September 9, 2013 Presiding Board: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (undersigned) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Mendonça de Barros, José Luiz Rego Glaser, João Pinheiro Nogueira Batista and Sérgio Carvalho Mandin Fonseca.
Declaration: This is a free English translation of the original minutes drawn up in the Minutes Book of the Company’s Board of Directors Meetings.
Barretos, September 9, 2013
Juliana Helena Desani Garcia
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