Minutes of the Board of Directors’ Meeting held on February 19, 2015
1. DATE, TIME AND VENUE: February 19, 2015, at 5:00 p.m., at the Company’s headquarters, located at Avenida Antonio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14781-545, in the city of Barretos, state of São Paulo.
2. PRESIDING BOARD: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.
3. CALL NOTICE: The call notice was waived given the presence of all Board members, pursuant to Article 15, sole paragraph, of the Company‘s Bylaws.
4. ATTENDANCE: All the Company’s Board members attended the meeting. Some of the members were present at the Company‘s headquarters and some of them attended the meeting remotely, pursuant to the Company’s Bylaws.
5. AGENDA: The members of the Company’s Board of Directors convened to resolve on (a) the acquisition of 100% of the shares issued by Red Carnica S.A.S. ("Red Carnica"); (b) the acquisition of 100% of the shares issued by Red Industrial Colombiana S.A.S. ("Red Industrial"); e (c) the authorization for the Company’s Management to take all the necessary measures to implement the resolutions herein.
6.1 After the initial clarifications were duly provided, the Board members approved, without restrictions, in accordance with article 19, item XXII, of the Company’s Bylaws, the implementation of the transaction for the acquisition of Red Carnica and Red Industrial through the signature, by the Company, of a Memorandum of understanding through which the Company will acquire 100% of the shares issued by said companies (subject to certain conditions precedent), after the acquisition price and other contractual conditions have been submitted to Board members’ approval.
6.2 Management was authorized to take all the necessary measures to implement the transaction, including but not limited to, negotiating and entering into the final contracts as well as other instruments or documents deemed necessary, with all measures already taken being expressly ratified hereby.
7. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to discuss, the Chairman offered the floor to anyone who wished to speak and, as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were read, approved and signed by all attending Board members. Venue and Date: Barretos, February 19, 2015. Presiding Board: Edivar Vilela de Queiroz – Chairman; Fernando Galleti 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, Vasco Carvalho Oliveira Neto, Pedro Henrique Almeida Pinto de Oliveira, Norberto Lanzara Giangrande Júnior e José Luiz Rego Glaser.
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.
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