Minutes of the Board of Directors´ Meeting – Acquisition of Trucks and Liquidation of Subsidiaries
1. Date, Time and Venue: May 24, 2016, at 9:00 a.m., at the Company’s offices, in the city and state of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, n.º 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 Company’s Board of Directors on May 09, 2016. We clarify that Mohammed Abdulaziz Alsarhan was not called neither attended the meeting given that as of today he has not taken office as a sitting member of the Company’s Board of Directors, a position to which he was elected at the annual and extraordinary shareholders‘ meeting of April 29, 2016.
4. Attendance: All the members of the Company’s Board of Directors in office attended the meeting.
5. Agenda: The members of the Company’s Board of Directors met to examine, discuss and resolve on the following agenda:
5.1. The acquisition, by the Company, of six (6) trucks (“Trucks”), from Transminerva Ltda. (“Transminerva”), as well as the Company’s representatives’ voting instruction as resolved at Transminerva’s Partners’ Meeting to approve the transfer of the trucks to the Company;
5.2. Liquidation and winding up of the subsidiary Minerva Ganadera S.A., a company constituted under the laws of Paraguay, with headquarters at Rua Eulogio Estigarribia, n. 4846, c/ Monseñor Bogarín, in the city of Asunción, Paraguay, inscribed in the roll of taxpayers (RUC) under number 80058643 (“Minerva Ganadera”); and
5.3. Liquidation and winding up of the subsidiary Loin Investments Administradora de Carteiras Ltda., a company constituted under the laws of Brazil, with headquarters at Rua Leopoldo Couto de Magalhães Júnior, n.º 758, 8.º andar, sala 82-B, CEP 04542-000, in the city and state of São Paulo, inscribed in the roll of corporate taxpayers (CNPJ/MF) under number 11.048.936/0001-09 and registered under Company Registry (NIRE) 35.223.460.850 (“Loin Investments”).
6. Resolutions Taken: After discussing the matters on the agenda, the members of the Company’s Board of Directors unanimously and without restrictions resolved the following:
6.1. To approve the acquisition of the Trucks by their respective book value on March 31, 2016, totaling one hundred sixty-seven thousand, two hundred and nine reais and sixty-two centavos (R$167,209.62), to be paid in local currency by the Company. Consequently, the Board members also approved the Company’s representatives’ voting instruction, who should vote in favor of the resolution taken at Transminerva’s partners’ meeting approving the sale of the Trucks to the Company.
6.1.1. To register that on the present date Transminerva is a subsidiary of the Company.
6.1.2. To authorize the Company’s management and/or proxies to take all the measures and sign all private or public documents necessary to the acquisition of the Trucks, approved pursuant to item 6.1.
6.2. To approve the postponement of the resolution on the matters in items 5.2 and 5.3 of this meeting’s agenda related to the winding up and liquidation of Minerva Ganadera and Loin Investments, to the next Meeting of the Company’s Board of Directors to be opportunely called in accordance with the Company’s Bylaws.
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. Venue and Date: São Paulo, May 24, 2016. Presiding Board: (signed) Edivar Vilela de Queiroz – Chairman; Fernando Galletti de Queiroz – Secretary. Attending Board members: (signatures) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Mendonça de Barros, Roberto Rodrigues, José Luiz Rego Glaser, Abdullah Ali Aldubaikhi and Salman Abdulrahman Binseaidan.
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 no. 11, pages 16-19.
São Paulo, May 24, 2016.
Fernando Galletti de Queiroz