Minutes of the Board of Directors’ Meeting
Held on February 4, 2016
1. DATE, TIME AND PLACE: February 4, 2016, at 10:00 a.m., at Rua Leopoldo Couto de Magalhães Júnior, n.º 758, cj. (82) 04542-000, in the city and state of São Paulo.
2. PRESIDING BOARD: Edivar Vilela de Queiroz – Chairman and Fernando Galletti de Queiroz – Secretary.
3. CALL NOTICE: The call notice was waived due to the presence of all the members of the Board of Directors, pursuant to the sole paragraph of article 15 of the Company’s Bylaws.
4. ATTENDANCE: All the members of the Company’s Board of Directors were present.
5. AGENDA: The members of the Board of Directors met to resolve on: (a) the acquisition of all the quotas of Intermeat – Assessoria e Comércio Ltda., a limited liability company headquartered at Alameda Sagitário, n.º 138, 5º andar, salas 514 e 515, Torre 1, Setor A, Alphaville Conde II, CEP 06473-073, in the city of Barueri, in the state of São Paulo, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 57.697.906/0001-24 ("Intermeat"); (b) the ratification of the formation of a subsidiary in Brazil; and (c) the authorization for the Company’s Executive Officers to take the necessary measures to implement the resolutions of this meeting.
6.1. After the initial clarifications were duly provided, the Board members approved without restrictions, pursuant to article 19, item XXII of the Company’s Bylaws, the implementation of the acquisition of Intermeat, through the execution by the Company of a Quota Purchase and Sale Agreement and Other Covenants, whereby the Company will acquire an interest corresponding to Intermeat’s total capital stock, whose main terms and conditions, as well as the acquisition price, were submitted for appreciation by the Board members.
6.1.1. The Board members declared that the application of article 256 of Law 6,404/76 is still under evaluation and, if applicable in this particular case, shareholders and the market will be informed of the procedures related to the ratification of the operation by the Company’s shareholders’ meeting and the existence of withdrawal rights.
6.2 Pursuant to article 19, item XI of the Bylaws, the Board members ratified the approval of the formation of a subsidiary in Brazil named Minerva Comercializadora de Energia Ltda., governed by the laws of Brazil.
6.3 Executive Officers were authorized to take all the necessary measures to implement the items 6.1 and 6.2 above, and all measures already taken are hereby expressly ratified.
7. CLOSURE AND DRAWING UP OF THE 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, February 4, 2016. Presiding Board: Edivar Vilela de Queiroz – Chairman; Fernando Galletti de Queiroz – Secretary. Attending Board members: Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Mendonça de Barros, Dorival Antônio Bianchi, Roberto Rodrigues, Norberto Lanzara Giangrande Júnior and José Luiz Rego Glaser.
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 46 to 49.
São Paulo, February 4, 2016.
Fernando Galletti de Queiroz