Minutes of the Board of Directors´ Meeting – Constitution of a non-operational subsidiary in Argentina
1. Date, Time and Venue: December 27, 2016, at 9:00 a.m. at Rua Leopoldo Couto de Magalhães Júnior, n.º 758, cj. 82, CEP 04542-000, in the city and state of São Paulo.
2. Presiding: 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 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 attended the meeting, some of them in person and others remotely, as authorized by the Company’s Bylaws.
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 shares issued by a non-operating company incorporated and existing in accordance with the laws of Argentina, which will become a subsidiary and an investment vehicle of the Company in Argentina ("Argentine Company").
6. Resolutions: After discussing the matter on the Agenda, the members of the Company’s Board of Directors resolved, unanimously and without restrictions:
6.1 To approve the acquisition of the Argentine Company by the Company.
6.2 To authorize the Company’s management and and/or proxies to take any and all measures, perform any and all acts and sign any and all public or private documents required for the effective and full implementation of the resolutions approved above .
7. Closing and Drawing up of 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, December 27, 2016. Presiding: (Undersigned) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Members of the Board of Directors present: (Undersigned) Edivar Vilela de Queiroz, Antonio Vilela de Queiroz, Ibar Vilela de Queiroz, Alexandre Lahoz Mendonça de Barros, Jose Luiz Rego Glaser, Roberto Rodrigues, Sergio Carvalho Mandin Fonseca, Abdullah Ali Aldubaikhi and Salman Abdulrahman Binseaidan.
Declaration: This is a free English translation of the minutes drawn in the Book of Minutes of the Company’s Board of Directors’ Meetings no. 11, pages … to ….
São Paulo, December 27, 2016.
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Fernando Galletti de Queiroz