Minutes of the Board of Directors’ Meeting
held on March 20, 2017.
1. Date, Time and Venue: Held on March 20, 2017, at 8:00 a.m., at the Company‘s offices located in the City and State of São Paulo, at Rua Leopoldo Couto de Magalhães Júnior, No. 758, 8º andar, 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 waived due to the presence of all the members of the Company‘s Board of Directors.
4. Attendance: All members of the Company‘s Board of Directors, some of the members present at the meeting‘s venue and some of them by conference call, pursuant to the Company‘s Bylaws (Article 18, Paragraph 1).
5. Agenda: The members of the Board of Directors gathered together to assess, discuss and resolve on the following agenda:
5.1. The termination of the “Plan to Purchase the Company‘s Shares”, approved by the Board of Directors on May 10, 2016 (“2016 Repurchase Plan”);
5.2. Cancellation of the Company‘s shares acquired in accordance with the 2016 Repurchase Plan and that are currently held in treasury.
5.3. In accordance with Article 19, item XVI of the Company‘s Bylaws, pursuant to the requirements of CVM Instruction 567 of September 17, 2015 (“CVMI 567/2015”), creation of the new purchase plan of the Company‘s shares.
6. Resolutions: After discussing the matters, the members of the Board of Directors, without any restrictions or exceptions, unanimously resolved on the following:
6.1. To approve, by unanimous vote, the termination of the 2016 Repurchase Plan, approved by the Board of Directors in a meeting held on May 10, 2016, through which were acquired nine million, nine hundred eighty-four thousand and four hundred (9,984,400) registered, book-entry, common shares with no par value issued by the Company.
6.2. To approve, by unanimous vote, with the abstention of the Board members Abdullah Ali Aldubaikhi, Salman Abdulrahman Binseaidan and Abdulaziz Saleh Al-Rebdi, the cancellation of all nine million, nine hundred eighty-four thousand, four hundred (9,984,400) registered, book-entry, common shares with no par value issued by the Company, which were acquired in accordance with the 2016 Repurchase Plan and are currently held in treasury.
6.2.1 To consign that the cancellation of the shares, now approved, will not lead to a change in the amount of the share capital, which will remain being of one hundred thirty-four million, seven hundred fifty-one thousand, eight hundred and twenty-three reais and thirty-seven cents (R$134,751,823.37).
6.2.2 To consign that, due to the cancellation of shares in treasury, as resolved herein, the Company‘s share capital will be divided into two hundred twenty-nine million, eight hundred sixty thousand, two hundred fifty-nine (229,860,259) registered, common shares with no par value.
6.2.3 To consign that the extraordinary shareholders‘ meeting of the Company will be convened in due course to amend Article 5 of the Bylaws in order to contemplate the new number of shares after the cancellation approved in item 6.2 above.
6.3 To approve, by unanimous vote, with the abstention of directors Abdullah Ali Aldubaikhi, Salman Abdulrahman Binseaidan and Abdulaziz Saleh Al-Rebdi, the application of profits and/or available reserves, pursuant to the provisions of Article 19, item XVI of the Company‘s Bylaws, 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 (“CVMI 567/15”), in the acquisition, in a single transaction or a series of transactions, of up to nine million, two hundred forty-seven thousand, one hundred forty-nine (9,247,149) common, registered, book-entry shares with no par value, according to the following terms and conditions (“2017 Repurchase Plan”):
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