Minutes of the Board of Directors’ Meeting held on March 12, 2014
1. Date, Time and Place: March 12, 2014, at 4:00 p.m., at the Company’s headquarters, located in the City of Barretos, State of São Paulo at prolongamento da Avenida Antonio Manço Bernardes, s/nº, Rotatória Família Vilela de Queiroz, Chácara Minerva, CEP 14781-545.
2. Presiding: Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary.
3. Call Notice: The call notice was waived, given the attendance of all members of the Company’s Board of Directors.
4. Attendance: All members of the Board of Directors attended the meeting.
5. Agenda: To resolve on the creation of a program to buy back shares to be held in treasury and subsequently cancelled or sold.
6. Resolutions: Following discussion of the matter in the agenda, the Board members resolved unanimously and without restrictions:
6.1 In compliance with Article 19, item XVI, of the Company’s Bylaws and CVM Instruction 10, of February 14, 1980, as amended ("CVM Instruction 10"), to approve the creation of a program to repurchase shares to be held in treasury and subsequently cancelled or sold, with no capital reduction. The treasury shares will be included in the balance sheet as deducted from the Company’s capital reserve. In compliance with Article 8 of CVM Instruction 10, (a) the objective of the operation is to effectively use our cash recourses to create shareholder value, given the current discount at which the Company’s shares are being traded in the market; (b) up to nine million (9,000,000) common, registered, book-entry shares issued by the Company, with no par value, may be repurchased, representing nine point one nine eight percent (9.198%) of the total outstanding shares. The repurchase of the total shares approved herein is subject to, among other aspects, the number of shares held in treasury by the Company upon the repurchase and the reserve balance available, in accordance with the limits provided for in Article 3 of CVM Instruction 10 and other applicable rules; (c) the period of effectiveness for the operation approved herein is three hundred and sixty-five (365) days as of this date; (d) there are currently 97,849,892 outstanding common, registered, book-entry shares, with no par value, in compliance with Article 5 of CVM Instruction 10; and (e) the shares will be repurchased at market value, with the following financial institutions acting as brokers: UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., headquartered at Avenida Brigadeiro Faria Lima, 4440, 7º andar, Itaim Bibi, in the City and State of São Paulo, inscribed in the corporate roll of taxpayers (CNPJ) under no. 02.819.125/0001-73, CM Capital Markets CCTVM, headquartered at Rua Gomes de Carvalho, 1195, 4º andar, in the City and State of São Paulo, CNPJ no. 02.685.483/0001-30, and BTG Pactual CTVM S.A., headquartered at Avenida Brigadeiro Faria Lima, 3477, 11º andar, in the City and State of São Paulo, CNPJ no. 43.815.158/0001-22. The decision to sell or cancel these shares will be taken at an opportune time and will be duly announced to the market. The Executive Board is hereby authorized to define the most appropriate date and the number of shares to be repurchased, in compliance with the limits and period of effectiveness for the program approved herein.
7. Closure and Drawing up: There being no further business to discuss, the floor was offered to anyone who intended to speak, which was declined. The meeting was then adjourned for the drawing up of these minutes, which were read, approved and signed by all attending members. Place and Date: Barretos, March 12, 2014. Presiding: (signed) Edivar Vilela de Queiroz, Chairman; Fernando Galletti de Queiroz, Secretary. Attending Board Members: (signed) Edivar Vilela de Queiroz; Antonio Vilela de Queiroz; Ibar Vilela de Queiroz, Norberto Lanzara Giangrande Júnior, Alexandre Lahoz Mendonça de Barros, Jose Luiz Rego Glaser and Joao Pinheiro Nogueira Batista.
This is a free English translation of the original minutes drawn up in the Company’s records.
Barretos, SP, March 12, 2014
Fernando Galletti de Queiroz